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 27, 2005
MainSource Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Indiana 0-12422 35-1562245
State or Other Jurisdiction of Commission File No. I.R.S. Employer
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 1.01. Entry into a Material Definitive Agreement
Acceleration of Options
Effective December 27, 2005, the Compensation Committee of the Board of
Directors of MainSource Financial Group, Inc. ("MainSource") accelerated the
vesting of all outstanding, "out-of-the-money", unvested stock options
("Options") awarded to recipients under its 2003 Stock Option Plan. The decision
to accelerate the vesting was made primarily to reduce non-cash compensation
expense that MainSource would have recorded in its income statement in future
periods upon the adoption of Financial Accounting Standards Board Statement No.
123R (Share-Based Payment) in January 2006. These Options previously were
awarded to executive officers and employees.
The Compensation Committee believed it was in the best interest of MainSource's
shareholders to accelerate the vesting of these Options to eliminate
compensation expense in future periods. As a result of this action, Options to
purchase up to 112,321 shares of common stock become exercisable immediately.
Without the acceleration, the Options would have vested on dates ranging from
December 31, 2005 to December 31, 2008.
Since MainSource currently accounts for its stock options in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees ("APB No. 25"), it will report its estimates of the eliminated future
compensation expense related to the affected Options in its fourth quarter 2005
financial statements as a pro-forma disclosure.
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: January 3, 2006 By: /s/ James L. Saner, Sr.
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James L. Saner, Sr.
President and Chief Executive Officer