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): February 20, 2014
MERCANTILE BANK CORPORATION
(Exact name of registrant as
specified in its charter)
Registrant’s telephone number,
including area code: (616) 406-3000
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
On February 20, 2014, Mercantile Bank Corporation (the “Company”) and Firstbank Corporation (“Firstbank”) entered into a First Amendment to the Agreement and Plan of Merger dated August 14, 2013 between the Company and Firstbank (the “Merger Agreement”). The First Amendment to the Merger Agreement extends the date on which the Merger Agreement becomes terminable from March 31, 2014 to June 30, 2014.
Section 7.1.3 of the Merger Agreement allows either Firstbank or the Company to elect to terminate the Merger Agreement if the merger has not been consummated by the specified “End Date” and certain conditions are satisfied. The amendment amends Section 7.1.3 by changing the “End Date” from March 31, 2014 to June 30, 2014. The amendment makes no other changes to the Merger Agreement.
A copy of the amendment is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: The following documents are attached as exhibits to this report on Form 8-K:
| 10.1 | First Amendment to Merger Agreement dated February 20, 2014. | |
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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.
| Date: February 21, 2014 | MERCANTILE BANK CORPORATION | |||||||
| By |
/s/ Charles E. Christmas |
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Charles E. Christmas Senior Vice President, Chief Financial Officer, and Treasurer |
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EXHIBIT INDEX
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Exhibit
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Document |
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| 10.1 | First Amendment to Merger Agreement dated February 20, 2014. | |
Exhibit 10.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (the “ Amendment ”) is made as of February 20, 2014, between Firstbank Corporation, a Michigan corporation ( “ Firstbank ”) and Mercantile Bank Corporation, a Michigan corporation (“ Mercantile ”).
RECITALS
A. On August 14, 2013, Firstbank and Mercantile entered into an Agreement and Plan of Merger (the “ Merger Agreement ”). On December 12, 2013, the shareholders of each of Mercantile and Firstbank approved the Merger Agreement. The parties are awaiting certain regulatory approvals necessary to complete the merger.
B. The parties agree that the Merger Agreement should be amended to extend the End Date, as defined in Section 7.1.3 of the Merger Agreement, to allow additional time for the parties to obtain the necessary approvals for consummation of the Merger.
NOW, THEREFORE, in consideration of the mutual promises contained in this Amendment and for other good and valuable consideration the receipt of which is hereby acknowledged, Firstbank and Mercantile agree as follows:
1. Change of End Date . Section 7.1.3 of the Merger Agreement is hereby amended by striking “March 31, 2014” and inserting in its place “June 30, 2014.”
2. Full Force and Effect . Except as specifically set forth in this Amendment, the Merger Agreement shall remain in full force and effect without further amendment.
3. General . Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Merger Agreement. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Michigan, without regard to conflicts of laws principles.
4. Counterparts . This Amendment may be executed in any number of counterparts, which taken together shall constitute a single instrument.
[Signatures appear on following page]
The parties have signed this Amendment effective on the date first set forth above.
| FIRSTBANK CORPORATION | ||
| /s/ Thomas R. Sullivan | ||
| By: | Thomas R. Sullivan | |
| Its: | President and Chief Executive Officer | |
| MERCANTILE BANK CORPORATION | ||
|
/s/ Charles E. Christmas |
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| By: |
Charles E. Christmas |
|
| Its: |
Senior Vice President, CFO & Treasurer |
|