SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 28, 2005
MFB Corp.
(Exact Name of Registrant as Specified in Its Charter)
Indiana 0-23374
State or Other Jurisdiction of Incorporation) (Commission File Number)
35-1907258
(IRS Employer Identification No.)
4100 Edison Lakes Parkway, Suite 300,
P.O. Box 528, Mishawaka, Indiana 46546
(Address of Principal Executive Offices)(Zip Code)
(574) 277-4200
(Registrant's Telephone Number, Including Area Code)
(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:
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01 Material Definitive Agreement.
MFB Corp.'s wholly owned banking subsidiary, MFB Financial, and the law firm May
Oberfell Lorber have entered into a lease agreement as of January 28, 2005. MFB
Financial will lease to May Oberfell Lorber 17,613 square feet on the first
floor of MFB Corp.'s corporate headquarters located in the Edison Lakes office
park in Mishawaka, Indiana.
The lease term extends for 180 months, or 15 years, commencing when the space is
built out and delivered to May Oberfell Lorber, anticipated to occur in late
spring or early summer 2005. The term may be renewed by the tenant for 2
additional 5-year terms, with an agreed-upon increase in rent, provided that the
tenant is not in default under the lease. MFB Financial has also granted May
Oberfell Lorber a right of first refusal to additional space contiguous to its
leased space, if it becomes available.
In addition to basic rent payable to MFB Financial monthly during the lease
term, May Oberfell Lorber has agreed to pay additional rent in the form of the
tenant's percentage share of the operating costs of the building, subject to
certain limitations and capped costs agreed to by the parties.
Both MFB Financial and May Oberfell Lorber have undertaken specific
responsibilities under the terms and conditions of the lease, such as MFB
Financial's obligations as a landlord to maintain the building and the leased
premises in an appropriate manner, and a default by either party of these
obligations may lead to cancellation of the lease and or other remedies
available at law or in the lease agreement. In addition, each party has agreed
to indemnify and hold the other party harmless from losses caused by or suffered
as a result of violations of the lease obligations.
MFB Financial and May Oberfell Lorber announced the lease agreement in a press
release dated January 31, 2005, a copy of which is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
Item 1.01 Material Definitive Agreement.
MFB Financial and the Board of Directors have entered into a revised fee
agreement as of January 18, 2005. The regular board meeting fee was increased
from $850.00 to $900.00, the special meeting fee was increased from $450.00 to
$500.00, and the annual board fee was increased from $6,000.00 to $6,500.00. In
addition, the Audit Committee Chairman's annual fee was increased from $3,000.00
to $3,500.00. Christine Lauber serves as the Audit Committee Chairman. The
revised fees will be payable to the entire Board in June 2005 and December 2005.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 Press Release issued January 31, 2005.
SIGNATURES
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 hereto duly authorized.
Date: February 3, 2005 MFB Corp.
By: /s/ Charles J. Viater
Charles J. Viater,
President and CEO
Exhibit 99.1
For more information contact:
Charles Viater -
MFB Financial
(574) 273-7601
Patricia Primmer -
May Oberfell Lorber
(574) 232-2031
May Oberfell Lorber to move its offices to MFB Plaza
(Mishawaka, Indiana, 1-31-05)--MFB Corp , the parent company of MFB Financial
announced today that the law firm of May Oberfell Lorber will move its offices
to renovated space at MFB's new corporate headquarters located in the Edison
Lakes office park in Mishawaka, Indiana. Ms. Patricia Primmer, Managing Partner
of May Oberfell Lorber indicated the firm will occupy approximately 18,000
square feet at MFB Plaza, 4100 Edison Lakes Parkway. "Space planning has already
begun and we expect to move in by late spring or early summer of 2005,"
according to Ms. Primmer.
"May Oberfell Lorber is a highly respected organization that will enhance the
image of the Plaza as the premier professional office center in the area. The
firm has committed to long term occupancy here at the Plaza and we are very
pleased to have them join us," said Charles Viater, President and CEO of MFB
Financial.
MFB purchased the building in November, 2003, from US Steel, which acquired the
building as part of its acquisition of National Steel earlier that same year.
The ten year old, three-story structure has approximately 115,000 square feet of
useable space. After modifying the building to meet its needs, MFB completed its
move into the Plaza this past summer and occupies the third floor and a portion
of the first. May Oberfell Lorber will be located on the first floor.
May Oberfell Lorber was established in 1856 and is the oldest law firm in St.
Joseph County. In addition to the new Mishawaka office, the firm maintains
offices in downtown South Bend and Walkerton. May Oberfell Lorber is a full
service law firm representing the interests of businesses as well as
individuals. Services include: corporate and commercial transactions, real
estate, banking and bank-related matters, insurance litigation, medical
malpractice defense, estate planning, environmental law, labor and employment,
products liability, plaintiffs' personal injury, alternative dispute resolution,
municipal and administrative law, appellate practice in all state and federal
courts. Attorneys from the firm have included a U.S. Congressman, an Indiana
State Representative, a President of the Indiana State Bar Assn., an Indiana
Attorney General, an Indiana Public Service Commissioner, a Federal Court Judge,
several Indiana State Court Judges, several Presidents of the St. Joseph County
Bar Assn. and a former President of Studebaker Corporation.
MFB Corp.'s wholly-owned bank subsidiary, MFB Financial, provides retail and
business financial services to the Michiana area through its eleven banking
centers in St. Joseph and Elkhart counties.