UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 14, 2008
1st Independence Financial Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-26570 61-1284899
(Commission File Number) (IRS Employer Identification No.)
8620 Biggin Hill Lane, Louisville, Kentucky 40220-4117
(Address of Principal Executive Offices) (Zip Code)
(502) 753-0500
(Registrant's Telephone Number, Including Area Code)
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):
|x| 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 stockholders of 1st Independence Financial Group, Inc., a Delaware
corporation ("1st Independence"), at a special meeting of stockholders held on
August 7, 2008, voted on and approved the previously announced Agreement and
Plan of Merger, dated as of February 26, 2008, among 1st Independence, its
subsidiary, 1st Independence Bank, Inc. ("1st Bank"), and MainSource Financial
Group, Inc. ("MainSource") (the "Merger Agreement"), and the merger contemplated
thereby in which 1st Independence would be merged with and into MainSource and
1st Bank would become a subsidiary of MainSource. As previously disclosed, the
proposed merger has also been approved by the Board of Governors of the Federal
Reserve as well as the Kentucky Office of Financial Institutions. No date for
the closing of the merger has been set, pending satisfaction of the remaining
conditions to closing as well as completion of the environmental testing
described in Section 5.11 of the Merger 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.
1st INDEPENDENCE FINANCIAL GROUP, INC.
Date: August 14, 2008 By: /s/ R. Michael Wilbourn
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R. Michael Wilbourn
Executive Vice President
and Chief Financial Officer