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): February 24, 2005
MAINSOURCE FINANCIAL GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
INDIANA 0-12422 35-1562245
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(State or other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation)
201 NORTH BROADWAY GREENSBURG, INDIANA 47240
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(Address of principal executive offices) (Zip Code)
(812) 663-0157
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1.01. Entry into a Material Definitive Agreement
In November 2004, MainSource Financial Group, Inc. ("MainSource") entered
into Incentive Stock Option Agreements with four (4) of its executive officers
setting forth the terms of certain incentive options granted to the executive
officers on May 19, 2003 and February 23, 2004, by the Board of Directors of
MainSource under the MainSource 2003 Stock Option Plan (the "Plan"). At the same
time, MainSource entered into agreements with many of its other employees
setting forth the terms of options granted to such employees on May 19, 2003 and
February 23, 2004, by the Board of Directors of MainSource. On February 22,
2005, the Board of Directors granted certain additional incentive options to
four (4) of its executive officers and certain of its other employees pursuant
to the Plan. The Plan was approved by MainSource's shareholders at the 2003
annual meeting. On March 12, 2004, MainSource filed a copy of the Plan with the
Securities and Exchange Commission as Exhibit 10.1 to its annual report on Form
10-K for the year ended December 31, 2003.
The options granted to MainSource's four (4) executive officers on May 19,
2003, are as follows:
NUMBER OF SHARES FOR
WHICH THE OPTION
NAME AND TITLE WAS GRANTED(1)
James L. Saner, Sr. 10,000
President and Chief Executive Officer
Donald A. Benziger 3,000
Senior Vice President and Chief
Financial Officer
John C. Parker 2,000
Senior Vice President - Director
of Operations
James M. Anderson 1,000
Controller and Principal Accounting
Officer
Each of these options has an exercise price of $23.20 per share, and expires on
May 18, 2013, subject to earlier termination pursuant to the terms of the Plan.
The options granted to MainSource's four (4) executive officers on
February 23, 2004, are as follows:
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(1) Since the date of grant, MainSource issued a 5% stock dividend on January
9, 2004, a 3-for-2 stock split on April 16, 2004, and a 5% stock dividend
on January 15, 2005. Pursuant to the terms of the Plan, the number of
shares and exercise price were adjusted accordingly.
NUMBER OF SHARES FOR
WHICH THE OPTION
NAME AND TITLE WAS GRANTED(2)
James L. Saner, Sr. 10,000
President and Chief Executive Officer
Donald A. Benziger 3,000
Senior Vice President and Chief
Financial Officer
John C. Parker 2,000
Senior Vice President - Director
of Operations
James M. Anderson 1,500
Controller and Principal Accounting
Officer
Each of these options has an exercise price of $35.06 per share, and expires on
February 22, 2014, subject to earlier termination pursuant to the terms of the
Plan.
The options granted to MainSource's four (4) executive officers on February 22,
2005, are as follows:
NUMBER OF SHARES FOR
WHICH THE OPTION
NAME AND TITLE WAS GRANTED
James L. Saner, Sr. 15,000
President and Chief Executive Officer
Donald A. Benziger 5,000
Senior Vice President and Chief
Financial Officer
John C. Parker 3,500
Senior Vice President - Director
of Operations
James M. Anderson 2,500
Controller and Principal Accounting
Officer
Each of these options has an exercise price of $21.60 per share, and expires on
February 21, 2015, subject to earlier termination pursuant to the terms of the
Plan.
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(2) Since the date of grant, MainSource issued a 3-for-2 stock split on April
16, 2004, and a 5% stock dividend on January 15, 2005. Pursuant to the
terms of the Plan, the number of shares and exercise price were adjusted
accordingly.
2
MainSource is filing as an exhibit to this Form 8-K the form of the stock
option agreement used for granting options to employees under the Plan. On March
12, 2004, MainSource filed a copy of the form of stock option agreement used for
granting options to directors under the Plan with the Securities and Exchange
Commission as Exhibit 10.2 to its annual report on Form 10-K for the year ended
December 31, 2003.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
10.1 Form of stock option agreement for options granted to employees
under the 2003 Stock Option Plan
3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MAINSOURCE FINANCIAL GROUP, INC.
February 24, 2005
/s/ James L. Saner, Sr.
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James L. Saner, Sr.
President and Chief Executive Officer
February 24, 2005
/s/ Donald A. Benziger
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Donald A. Benziger
Senior Vice President & Chief Financial Officer
February 24, 2005
/s/ James M. Anderson
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James M. Anderson
Controller & Principal Accounting Officer
INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Form of stock option agreement for options granted to employees
under the 2003 Stock Option Plan.