-----------------------------
OMB APPROVAL
-----------------------------
OMB Number: 3235-0060
Expires: January 31, 2008
Estimated average burden
hours per response.......38.0
-----------------------------
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): DECEMBER 21, 2006
MACKINAC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 0-20167 38-2062816
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
130 SOUTH CEDAR STREET
MANISTIQUE, MICHIGAN 49854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (888) 343-8147
(NOT APPLICABLE)
(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 (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 MATERIAL DEFINITIVE AGREEMENT.
On December 21, 2006 Mackinac Financial Corporation (the "Company") entered
into an amended and restated employment agreement with Kelly W. George pursuant
to which Mr. George will serve as President of the Company and President and
Chief Executive Officer of its principal banking subsidiary, mBank (the "Bank"),
with a salary of not less than $209,000 per annum. Mr. George, age 39, held
various positions in branch management and retail/commercial lending with Bank
One Cleveland N.A. and National City Bank in Cleveland, Ohio from 1990-1997.
From 1997-2001 he served as the Examiner-in-Charge for the supervision of
various financial institutions for the Federal Reserve Bank of Cleveland. His
duties included evaluating commercial banks and parent holding companies in the
areas of capital protection, asset quality, management, earnings performance,
liquidity, and interest rate risk sensitivity. From 2001-2003 Mr. George served
as the Senior Vice President/Chief Lending Officer for The Commercial and
Savings Bank in Millersburg, Ohio, where he played a key role in the strategic
rehabilitation of a troubled bank under serious regulatory enforcement actions.
Mr. George served as Senior Vice President/Chief Lending Officer of the Bank
from September 2003 though April 2005 when he was promoted to Executive Vice
President and Chief Lending Officer of the Bank. In August 2005 Mr. George was
promoted to President of the Bank, a position he has since held In these
capacities Mr. George was responsible for providing leadership throughout all
lending areas of the Bank to improve the Bank's non-performing loan portfolio
and credit risk management systems. Mr. George matriculated from The Ohio State
University.
The amended and restated employment agreement supersedes and replaces in
its entirety the employment agreement dated December 14, 2004 as amended by the
first amendment to employment agreement dated January 12, 2005. The agreement
has a term of 37 months, expiring January 31, 2010. During the term of his
employment, Mr. George may be eligible for an additional incentive bonus and
will be entitled to participate in any Company employee benefit plans that are
made available to executive employees of the Company or the Bank. In the event
we require Mr. George to relocate his principal office location we may also be
required to make certain relocation payments. In the event the agreement is
terminated under certain circumstances, we are obligated to make termination
payments in a lump sum or over time depending on the reason the agreement was
terminated. The agreement also contains confidentiality, non-competition and
non-solicitation provisions. A copy of the Amended and Restated Employment
Agreement is attached as Exhibit 10.1 hereto and incorporated herein by
reference.
There are no related party transactions between the Company and Mr. George
reportable under Item 404(a) of Regulation S-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
The disclosure set forth in Item 1.01 with respect to Mr. George is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed or furnished with this report:
Exhibit No. Description
- ----------- -----------
10.1 Amended and Restated Employment Agreement
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.
MACKINAC FINANCIAL CORPORATION
Date: January 3, 2007 By /s/ Ernie R. Krueger
-------------------------------------
Ernie R. Krueger
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Amended and Restated Employment Agreement