UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the fiscal year ended December 31, 2009 |
| | OR |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period from ___________________ to ___________________ |
Commission File Number 000-27905
MutualFirst Financial, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
| Maryland | | 35-2085640 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
| 110 E. Charles Street, Muncie, Indiana | | 47305-2419 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (765) 747-2800
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | Nasdaq Global Market |
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO x
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ¨ NO ¨
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act.
| Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
| | | (Do not check if smaller reporting company) | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the last sale price of such stock on the Nasdaq Global Market as of June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $48.1 million. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant.)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. As of March 15, 2010, there were 6,984,754 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
PART III of Form 10-K—Portions of registrant’s Proxy Statement for its 2010 Annual Meeting of Stockholders.
The purpose of this amendment (Amendment No. 1) on Form 10-K/A to the Annual Report on Form 10-K of MutualFirst Financial, Inc. (the “Company”) for the fiscal year ended December 31, 2009, which was originally filed with the Securities and Exchange Commission on March 18, 2010, is to include in Item 8 a revised report of the Company’s independent registered public accounting firm to correct a clerical error in the verbiage in the initial filing. A reference to the audit of internal controls and the associated report and opinion was inadvertently left in the Report included in the filed Form 10-K for the fiscal year ended December 31, 2009.
This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K or modify or update any other disclosures. Information not affected by the amendment is unchanged and reflects the disclosures made at the time of the filing of the original Form 10-K.
Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
MutualFirst Financial, Inc.
Muncie, Indiana
We have audited the accompanying consolidated balance sheets of MutualFirst Financial, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2009. The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MutualFirst Financial, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
/s/ BKD, LLP
BKD, LLP
Indianapolis, Indiana
March 18, 2010
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | MutualFirst Financial, Inc. | |
| | | | |
| Date: March 29, 2010 | By: | /s/David W. Heeter |
| | | David W. Heeter, President and Chief Executive Officer | |
| | | Duly Authorized Representative) | |
POWER OF ATTORNEY
We, the undersigned officers and directors of MutualFirst Financial, Inc., hereby severally and individually constitute and appoint David W. Heeter and Timothy J. McArdle, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Annual Report on Form 10-K and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/David W. Heeter | | /s/Wilbur R. Davis |
| David W. Heeter, President and Director | | Wilbur R. Davis, Chairman of the Board |
| (Principal Executive Officer) | | |
| | | |
| Date: March 29, 2010 | | Date: March 29, 2010 |
| | | |
| /s/Patrick C. Botts | | /s/Edward J. Dobrow |
| Patrick C. Botts, Director | | Edward J. Dobrow, Director |
| | | |
| Date: March 29, 2010 | | Date: March 29, 2010 |
| | | |
| /s/Linn A. Crull | | /s/James D. Rosema |
| Linn A. Crull, Director | | James D. Rosema, Director |
| | | |
| Date: March 29, 2010 | | Date: March 29, 2010 |
| | | |
| /s/William V. Hughes | | /s/Jerry D. McVicker |
| William V. Hughes, Director | | Jerry D. McVicker, Director |
| | | |
| Date: March 29, 2010 | | Date: March 29, 2010 |
| | | |
| /s/Jon R. Marler | | /s/Jonathan E. Kintner, O.D. |
| Jon R. Marler, Director | | Jonathan E. Kintner, O.D., Director |
| | | |
| Date: March 29, 2010 | | Date: March 29, 2010 |
| | | |
| /s/Edward C. Levy | | /s/Michael J. Marien |
| Edward C. Levy, Director | | Michael J. Marien, Director |
| | | |
| Date: March 29, 2010 | | Date: March 29, 2010 |
| | | |
| /s/Charles J. Viater | | /s/ Timothy J. McArdle |
| Charles J. Viater, Director | | Timothy J. McArdle, Senior Vice President |
| | | Treasurer and Controller |
| | | (Principal Financial and Accounting Officer) |
| | | |
| Date: March 29, 2010 | | Date: March 29, 2010 |
INDEX TO EXHIBITS
| 31.1 | Rule 13(a)-14(a) Certification (Chief Executive Officer) |
| | |
| 31.2 | Rule 13(a)-14(a) Certification (Chief Financial Officer) |
| | |
| 32 | Section 1350 Certification |
