UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 8, 2005
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MERCANTILE BANK CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 000-26719 38-3360865
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
310 LEONARD STREET NW, GRAND RAPIDS, MICHIGAN 49504
(Address of principal executive offices) (Zip Code)
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 (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 A MATERIAL DEFINITIVE AGREEMENT.
On December 8, 2005, the Board of Directors of Mercantile Bank
Corporation ("Mercantile") approved the acceleration of vesting of stock options
for 32,750 shares of Mercantile common stock under Mercantile's 2004 Employee
Stock Option Plan. The effected options are held by 103 employees, were granted
on November 17, 2005, have an exercise price of $39.56 per share, and expire on
November 16, 2015 unless earlier terminated pursuant to the Plan. The options
originally were to have become exercisable in full on November 17, 2006. As a
result of the Board's action accelerating the vesting of these options, they are
now exercisable in full beginning December 8, 2005. None of the accelerated
options are held by any of the directors or executive officers of Mercantile. A
copy of the form of the Agreement Amending Stock Option Agreement that is being
executed by Mercantile and each employee whose option is being accelerated is
attached to this report as an exhibit.
Accelerating the vesting of these options will eliminate the future
compensation expense that Mercantile would have otherwise recognized in its
consolidated statements of income with respect to these options when Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 123
(Revised 2004), "Share-Based Payment" ("SFAS 123R") became effective. SFAS 123R
becomes effective for Mercantile on January 1, 2006, and will require that
compensation expense associated with stock options be recognized in Mercantile's
consolidated statements of income, instead of as previously presented, on a
pro-forma basis within a footnote disclosure included in Mercantile's
consolidated financial statements. The future compensation expense that is
eliminated as a result of the acceleration of the vesting of these options is
approximately $400,000. This expense will instead be reflected in the pro forma
footnote disclosure included in the December 31, 2005 consolidated financial
statements. The acceleration of the vesting date of these options will not have
any impact on Mercantile's 2005 consolidated results of operations or financial
condition.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit Number Description
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10.1 Form of Agreement Amending Stock Option Agreement
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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 hereunto duly authorized.
MERCANTILE BANK CORPORATION
By: /s/ Charles E. Christmas
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Charles E. Christmas
Senior Vice President,
Chief Financial Officer and Treasurer
Date: December 12, 2005
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Form of Agreement Amending Stock Option Agreement
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