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): May 19, 2005
MainSource Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Indiana 0-12422 35-1562245
State or Other Jurisdiction Commission File No. I.R.S. Employer
of Incorporation or Organization Identification Number
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:
|_| 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 8.01. Other Events
The following is a description of the capital stock of MainSource
Financial Group, Inc., which is being filed to update the description originally
filed in 1983 in a registration statement on Form S-14 pursuant to which our
common stock became registered under the Securities Exchange Act of 1934, as
amended, under Securities and Exchange Commission rules applicable to successor
issuers.
General
The following description of our capital stock is subject in all
respects to applicable Indiana law and to the provisions of our restated
articles of incorporation and amended and restated bylaws, copies of which have
been filed as exhibits to our filings under the Securities and Exchange Act of
1934.
Our authorized capital stock consists of 25 million shares of common
stock, no par value, and 400,000 shares of preferred stock, no par value. As of
March 31, 2005, we had 11,471,128 shares of common stock outstanding and no
shares of preferred stock outstanding.
Common Stock
Each holder of common stock is entitled to one vote per share of
record on all matters to be voted upon by the shareholders. Holders do not have
cumulative voting rights in the election of directors or any other matter.
Except as otherwise required by law, any question brought before any meeting of
shareholders at which a quorum is present will be decided by the vote of a
majority of the shares of common stock represented and entitled to vote at the
meeting. Subject to the preferential rights of the holders of any preferred
stock that may at the time be outstanding, each share of common stock entitles
the holder thereof to an equal and ratable right to receive dividends when, if
and as declared from time to time by the board of directors out of legally
available funds.
In the event of our liquidation, dissolution or winding up, the
holders of common stock are entitled to share ratably in all assets remaining
after payments to creditors and after satisfaction of the liquidation
preference, if any, of the holders of any preferred stock that may at the time
be outstanding. Holders of common stock have no preemptive or redemption rights
and are not be subject to further calls or assessments. All shares of our common
stock issued and sold to date are fully paid and nonassessable.
Preferred Stock
Our authorized preferred stock is available for issuance from time to
time at the discretion of our board of directors without shareholder approval.
The board of directors has the authority to prescribe for each series of
preferred stock it establishes the number of shares in that series, the number
of votes (if any) to which the shares in that series are entitled, the
consideration for the shares in that series, and the designations, powers,
preferences and other rights, qualifications, limitations or restrictions of the
shares in that series. Depending upon the rights prescribed for a series of
preferred stock, the issuance of preferred stock could have an adverse effect on
the voting power of the holders of common stock and could adversely affect
holders of common stock by delaying or preventing a change in control, making
removal of our present management more difficult or imposing restrictions upon
the payment of dividends and other distributions to the holders of common stock.
Authorized but Unissued Shares
Indiana law does not require shareholder approval for any issuance of
authorized shares. Authorized but unissued shares may be used for a variety of
corporate purposes, including future public or private offerings to raise
additional capital or to facilitate corporate acquisitions. One of the effects
of the existence of authorized but unissued shares may be to enable the board of
directors to issue shares to persons friendly to current management, which
issuance could render more difficult or discourage an attempt to obtain control
of MainSource by means of a merger, tender offer, proxy contest or otherwise,
and thereby protect the continuity of our management and possibly deprive the
shareholders of opportunities to sell their shares of common stock at prices
higher than prevailing market prices.
Certain Provisions of Restated Articles of Incorporation and Amended and
Restated Bylaws
Certain provisions of our restated articles of incorporation and
amended and restated bylaws may delay or make more difficult unsolicited
acquisitions or changes of control. Such provisions could have the effect of
discouraging third parties from making proposals involving an unsolicited
acquisition or change in control, although such proposals, if made, might be
considered desirable by a majority of our shareholders. Such provisions may also
have the effect of making it more difficult for third parties to cause the
replacement of our current management without the concurrence of the board of
directors. These provisions include:
o the availability of authorized but unissued shares of stock for
issuance from time to time at the discretion of the board of
directors;
o provisions requiring the participation of 25% of the voting power of
the outstanding common stock in order for the shareholders to demand
the calling of a special meeting of shareholders; and
o requirements for advance notice for raising business or making
nominations at shareholders' meetings.
Our amended and restated bylaws establish an advance notice procedure
with regard to business to be brought before an annual or special meeting of our
shareholders and with regard to the nomination of candidates for election as
directors, other than by or at the direction of the board of directors. Although
our amended and restated bylaws do not give the board of directors any power to
approve or disapprove shareholder nominations for the election of directors or
proposals for action, they may have the effect of precluding a contest for the
election of directors or the consideration of shareholder proposals if the
established procedures are not followed, and of discouraging or deterring a
third party from conducting a solicitation of proxies to elect its own slate of
directors or to approve its proposal without regard to whether consideration of
such nominees or proposals might be harmful or beneficial to us and our
shareholders.
Certain Provisions of Indiana Law
The Indiana Business Corporation Law (the "IBCL") applies to MainSource
as an Indiana corporation. Under certain circumstances, the following provisions
of the IBCL may discriminate against existing or prospective holders of
MainSource stock as a result of such holder owning a substantial amount of
securities.
Control Share Acquisitions. Under Sections 23-1-42-1 to 23-1-42-11 of
the IBCL, an "acquiring person" who makes a "control share acquisition" in an
"issuing public corporation" may not exercise voting rights on any "control
shares" unless such voting rights are conferred by a majority vote of the
disinterested shareholders of the issuing corporation at a special meeting of
such shareholders held upon the request and at the expense of the acquiring
person. In the event that control shares acquired in a control share acquisition
are accorded full voting rights and the acquiring person acquires control shares
with a majority or more of all voting power, all shareholders of the issuing
corporation have dissenters' rights to receive the fair value of their shares.
Under the IBCL, "control shares" means shares acquired by a person
that, when added to all other shares of the issuing public corporation owned by
that person or in respect to which that person may exercise or direct the
exercise of voting power, would otherwise entitle that person to exercise voting
power of the issuing public corporation in the election of directors within any
of the following ranges (a) one-fifth or more but less than one-third; (b)
one-third or more but less than a majority; or (c) a majority or more. "Control
share acquisition" means, subject to certain exceptions, the acquisition,
directly or indirectly, by any person of ownership of, or the power to direct
the exercise of voting power with respect to, issued and outstanding control
shares. Shares acquired within 90 days or under a plan to make a control share
acquisition are considered to have been acquired in the same acquisition.
"Issuing public corporation" means a corporation which is organized in Indiana,
has 100 or more shareholders, its principal place of business, its principal
office or substantial assets within Indiana and either (a) more than 10% of its
shareholders resident in Indiana, (b) more than 10% of its shares owned by
Indiana residents or (c) 10,000 shareholders resident in Indiana.
The above provisions do not apply if, before a control share
acquisition is made, the corporation's articles of incorporation or by-laws
(including a board adopted by-law) provide that they do not apply. Our restated
articles of incorporation and amended and restated bylaws do not exclude
MainSource from the restrictions imposed by such provisions.
Certain Business Combinations. Sections 23-1-43-1 to 23-1-43-23 of the
IBCL restrict the ability of a "resident domestic corporation" to engage in any
combinations with an "interested shareholder" for five years after the
interested shareholder's date of acquiring shares unless the combination or the
purchase of shares by the interested shareholder on the interested shareholder's
date of acquiring shares is approved by the board of directors of the resident
domestic corporation before that date. If the combination was not previously
approved, the interested shareholder may effect a combination after the
five-year period only if such shareholder receives approval from a majority of
the disinterested shares or the offer meets certain fair price criteria. For
purposes of the above provisions, "resident domestic corporation" means an
Indiana corporation that has 100 or more shareholders. "Interested shareholder"
means any person, other than the resident domestic corporation or its
subsidiaries, who is (1) the beneficial owner, directly or indirectly, of 10% or
more of the voting power of the outstanding voting shares of the resident
domestic corporation or (2) an affiliate or associate of the resident domestic
corporation and at any time within the five-year period immediately before the
date in question was the beneficial owner of 10% or more of the voting power of
the then outstanding shares of the resident domestic corporation. The above
provisions do not apply to corporations that so elect in an amendment to their
articles of incorporation approved by a majority of the disinterested shares.
Such an amendment, however, would not become effective until 18 months after its
passage and would apply only to stock acquisitions occurring after its effective
date. Our restated articles of incorporation do not exclude MainSource from the
restrictions imposed by such provisions.
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, thereunto duly authorized.
MAINSOURCE FINANCIAL GROUP, INC.
Date: May 19, 2005 By: /s/ Donald A. Benziger
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Donald A. Benziger
Senior Vice President and
Chief Financial Officer