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
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Date
of report (Date of earliest event reported)
January 7,
2008
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MutualFirst
Financial
Corp.
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(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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000-27905
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35-2085640
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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110
E. Charles Street
Muncie,
Indiana
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47305-2419
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(765)
747-2800
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
January 7, 2008,
MutualFirst
Financial, Inc.
(the “Registrant”) and its wholly owned subsidiary, MutualFirst Acquisition
Corp. (“Acquisition Corp”), entered into a definitive agreement (the
“Agreement”) with MFB Corp. (“MFB”), pursuant to which MFB will be merged with
and into Acquisition Corp. (the “Merger”), and MFB’s savings bank subsidiary,
MFB Financial, will be merged with and into the Registrant’s savings bank
subsidiary, Mutual Federal Savings Bank. MFB shareholders will be
entitled to elect to receive, for each share of MFB common stock they hold,
$41.00 in cash (the “Cash Consideration”), 2.59 shares of the Registrant’s
common stock (the “Stock Consideration”) or a combination of both, subject to
reallocation and proration procedures to ensure that 80% of all of the shares
of
MFB common stock outstanding immediately before the effective time of the Merger
are exchanged for the Stock Consideration and that the remaining 20% of the
outstanding MFB shares are exchanged for the Cash Consideration.
MFB
will
have the right to terminate the Agreement if the average closing price of the
Registrant’s common stock during the ten consecutive trading days immediately
preceding the date on which MFB receives written notice that all required
regulatory and shareholder approvals have been received is less than $12.664
and
the Registrant’s common stock has underperformed an index of financial
institutions by more than fifteen percent, unless the Registrant elects to
increase the amount of the consideration payable to MFB’s shareholders pursuant
to a formula specified in the Agreement. In the event the Agreement
is terminated under certain other specified circumstances, MFB will be required
to pay the Registrant a termination fee of $1.7 million in cash.
At
the
effective time of the Merger, each outstanding option to purchase MFB common
stock will be converted into an option to purchase the Registrant’s common
stock, with adjustments to the number of underlying shares and exercise price
based on the 2.59:1 exchange ratio for the Stock Consideration.
Charles
J. Viater, President and Chief Executive Officer of MFB and MFB Financial,
has
entered into a three-year employment agreement with Mutual Federal Savings
Bank,
to become effective upon the closing of the Merger. Mr. Viater will
serve as Regional President of Mutual Federal Savings Bank and Senior Vice
President of the Registrant. Four directors of MFB – Mr. Viater,
Michael J. Marien, Jonathan E. Kintner and Edward C. Levy – will join the Boards
of Directors of the Registrant and Mutual Federal Savings Bank at the closing
of
the Merger.
The
transaction is subject to customary closing conditions, including the receipt
of
regulatory approvals, approval by the shareholders of the Registrant of the
issuance of the Registrant’s common stock in the Merger and approval by the
shareholders of MFB of the Merger Agreement, and is expected to be completed
in
the second quarter of 2008. All of the directors of the Registrant
have agreed to vote their shares of Registrant common stock in favor of approval
of the issuance the Registrant’s common stock in the Merger. All of
the directors of MFB have agreed to vote their shares of MFB common stock in
favor of approval of the Agreement.
The
foregoing summary of the Agreement is not complete and is qualified in its
entirety by reference to the full text of the Agreement, a copy of which is
attached hereto as Exhibit 2.1 and incorporated by reference
herein.
Cautionary
Statement Regarding Representations and Warranties
The
representations, warranties and covenants contained in the Agreement were made
only for purposes of the Agreement and as of specific dates, were solely for
the
benefit of the parties to the Agreement, and are subject to limitations agreed
upon by the contracting parties, including being qualified by confidential
disclosures exchanged between the parties in connection with the execution
of
the Agreement. The representations and warranties may have been made
for the purposes of allocating contractual risk between the parties to the
Agreement instead of establishing these matters as facts, and may be subject
to
standards of materiality applicable to the contracting parties that differ
from
those applicable to investors. Investors are not third-party
beneficiaries under the Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of
the
actual state of facts or condition of the Registrant or MFB, or any of their
respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations and warranties may change
after the date of the Agreement, which subsequent information may or may not
be
fully reflected in the Registrant’s or MFB’s respective public
disclosures.
Item
7.01 Regulation FD Disclosure
The
joint
press release issued by the Registrant and MFB on January 8, 2008 announcing
the
Agreement is furnished herewith as Exhibit 99.1. The investor
presentation material to be used by the Registrant for its conference call
on
January 8, 2008 to discuss the proposed transaction is furnished herewith as
Exhibit 99.2.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of January 7, 2008, by and among
MutualFirst
Financial,
Inc., MutualFirst Acquisition Corp. and MFB Corp.
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99.1
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Joint
Press Release dated January 8, 2008
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99.2
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Investor
Presentation Material
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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.
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Date:
January 8, 2008
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MUTUALFIRST
FINANCIAL,
INC.
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By:
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/s/
David W. Heeter
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David
W. Heeter
President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of January 7, 2008, by and among
MutualFirst
Financial,
Inc., MutualFirst Acquisition Corp. and MFB Corp.
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99.1
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Joint
Press Release dated January 8, 2008
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99.2
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Investor
Presentation Material
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