UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 17, 2007
MainSource Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Indiana | | 0-12422 | | 35-1562245 |
State or Other Jurisdiction of | | Commission File No. | | I.R.S. Employer |
Incorporation or | | | | Identification Number |
Organization | | | | |
201 North Broadway
Greensburg, Indiana 47240
(Address of principal executive offices)
(812) 663-0157
(Registrant’s Telephone Number,
Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o &# 160; Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On July 25, 2007, MainSource Financial Group, Inc. (the “Company”) announced by press release its earnings and results of operations for the second quarter of 2007. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
On July 17, 2007, the Company’s Board of Directors adopted an amendment to Article VIII of the Company’s By-laws. A copy of the By-laws of the Company, as amended, is filed as Exhibit 3.1 and incorporated herein by reference.
The amendment to Article VIII of the By-laws provides for the issuance and transfer of uncertificated shares. The amendment enables the Company to participate in the Direct Registration System (the “DRS”), as required by rules recently adopted by the NASDAQ Stock Market LLC. The DRS allows investors to have securities registered in their names without the issuance of physical certificates and further allows investors to transfer securities electronically to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates. The amendment to the By-laws also provides that each registered stockholder shall be entitled to a stock certificate upon written request to the transfer agent or registrar of the Company.
The amendment took effect upon adoption by the Board of Directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
| | |
3.1 | | By-laws, as amended through July 17, 2007. |
99.1 | | Press Release of MainSource Financial Group, Inc. dated July 25, 2007. |
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SIGNATURE
Pursuant to the requirements 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.
DATE: July 25, 2007 | | MAINSOURCE FINANCIAL GROUP, INC. |
| | |
| | /s/ James L. Saner, Sr. | |
| | James L. Saner, Sr. |
| | President and Chief Executive Officer |
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