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): OCTOBER 28, 2004 -------------------- MERCANTILE BANK CORPORATION (Exact name of registrant as specified in its charter) MICHIGAN 000-26719 38-3360865 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 5650 BYRON CENTER AVENUE SW, WYOMING, MICHIGAN 49509 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 616-406-3777 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 (see General Instruction A.2. below): / / 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. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On October 28, 2004, the Board of Directors of Mercantile Bank Corporation ("Mercantile") granted an incentive stock option to each of its four executive officers under its 2004 Employee Stock Option Plan. At the same time, options were granted under the Plan to many of Mercantile's other employees. The Plan was approved by Mercantile's shareholders at their 2004 annual meeting. On March 10, 2004, Mercantile filed a copy of the Plan with the Securities and Exchange Commission as Annex B to its proxy statement for the 2004 annual meeting. The options granted to Mercantile's four executive officers on October 28, 2004 are as follows: NUMBER OF SHARES FOR DATE OPTION FOR WHICH THE THE SHARES OPTION WAS BECOMES NAME AND TITLE GRANTED EXERCISABLE - -------------- ------- ----------- Gerald R. Johnson, Jr. 2,000 October 28, 2005 Chairman of the Board and President 1,250 January 1, 2006 Michael H. Price 2,500 October 28, 2005 President and Chief Operating Officer 750 January 1, 2006 Robert B Kaminski 2,500 October 28, 2005 Executive Vice President and Secretary 250 January 1, 2006 Charles E. Christmas 2,500 October 28, 2005 Senior Vice President, Chief Financial Officer and Treasurer Each of these options has an exercise price of $38.98 per share, and expires on October 27, 2014, subject to earlier termination pursuant to the terms of the Plan. Each of the executive officers of Mercantile named above also serves as an executive officer of one or more of Mercantile's subsidiaries, including Mercantile Bank of West Michigan. Mercantile is filing as an exhibit to this Form 8-K the form of the stock option agreement used for granting options under the Plan. 2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit Number Description 10.1 Form of stock option agreement for options granted under the 2004 Employee Stock Option Plan 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 hereunto duly authorized. MERCANTILE BANK CORPORATION By: /s/ Charles E. Christmas -------------------------------- Charles E. Christmas Senior Vice President, Chief Financial Officer and Treasurer Date: November 1, 2004 3 EXHIBIT INDEX Exhibit Number Description 10.1 Form of stock option agreement for options granted under the 2004 Employee Stock Option Plan 4