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 18, 2005
Farmers & Merchants Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Ohio 000-14492 34-1469491
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
307-11 N. Defiance, Archbold, Ohio 43502
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (419) 446-2501
N/A
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(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):
[ ] 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 18, 2005, the following executive officers of the Company
entered into Change in Control Agreements (the "Control Agreements") with the
Company: Paul S. Siebenmorgen, the Company's President and CEO; Barbara J.
Britenriker, the Company's SVP, CFO and Comptroller; Edward A. Leininger, EVP,
Senior Commercial Loan Officer and COO of the Company's wholly-owned commercial
bank subsidiary, The Farmers & Merchants State Bank; and Rex D. Rice, EVP and
Senior Commercial Loan Officer of The Farmers & Merchants State Bank. The
Control Agreements provide for the payment of "One Year of Compensation", along
with the continuation of certain insurance benefits, in the event the respective
executive officer is terminated or resigns under certain circumstances related
to a "Change in Control" of the Company. The terms "Change in Control" and "One
Year of Compensation" are each defined under the Control Agreements, executed
copies of which are provided herewith as Exhibits 10.1 through 10.4.
On May 7, 2004 (the "Effective Date"), the Company entered into an
agreement with Paul S. Siebenmorgen (the "Agreement") which outlines the basic
terms of his employment with the Company. The material terms of the Agreement
include an annual base salary of $175,000 (effective at such time as he becomes
President and CEO of the Company); the potential for additional annual cash
bonuses; an award of Company Stock valued at $30,000 as of the Effective Date;
and customary employee benefits, including four weeks of annual paid vacation,
life and health insurance, and eligibility to participate in the Company's
401(k) plan subject to its terms. The Agreement also contemplates Mr.
Siebenmorgen's participation in the Company's proposed long-term incentive
compensation plan that will be voted upon by the Company's shareholders at the
upcoming annual meeting. A copy of the Agreement is provided herewith as Exhibit
10.5.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Effective February 18, 2005, Joe E. Crossgrove has been promoted from
President and Chief Executive Officer to Chairman of the Company. Mr. Crossgrove
has been an associate of The Farmers & Merchants State Bank for over 43 years
and has served as the Company's President and Chief Executive Officer since
1997. Mr. Crossgrove is assuming the Chairman position following the retirement
of Eugene D. Bernath from his positions as both a member of the Board of
Directors and the Chairman of the Company. Mr. Bernath's retirement also became
effective February 18, 2005.
Effective February 18, 2005, Paul S. Siebenmorgen has accepted the
position of President and Chief Executive Officer of the Company. Mr.
Siebenmorgen originally joined the Company's organization in May 2004 as a
Senior Executive Vice President of the Company. Prior to that, Mr. Siebenmorgen
was employed with Lincoln Bank, an Indiana chartered savings association located
in Plainfield, Indiana with assets of
approximately $830 million, where he held the positions of Senior Vice President
and Chief Lending Officer. Mr. Siebenmorgen had been employed with Lincoln Bank
since 2000. The material terms of Mr. Siebenmorgen's Employment Agreement with
the Company are discussed in Item 1.01 of this Current Report on Form 8-K.
Mr. Siebenmorgen has also been appointed to the Board of Directors to fill
the vacancy created by the retirement of Mr. Bernath. Mr. Seibenmorgen has not
yet been appointed to any particular Committees of the Company's Board of
Directors at this time.
Mr. Siebenmorgen is not currently a director of any other reporting
company, and Mr. Siebenmorgen has no family relationships with any other
director or executive officer of the Company. Mr. Siebenmorgen has been, and
will likely continue to be, a customer of the Bank in the ordinary course of
business. Any transactions between Mr. Siebenmorgen and the Bank, including loan
transactions, were made, and will continue to be made in the future, on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons not
employed by the Company or the Bank. Any existing loan transactions between Mr.
Siebenmorgen and the Bank do not involve more than the normal risk of
collectability or present other unfavorable features.
A copy of the press release announcing each of the personnel changes
described in this Item 5.02, dated February 18, 2005, is attached hereto as
Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with or incorporated by reference into this
Current Report on Form 8-K:
Number Exhibit
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10.1 Change in Control Agreement executed by and between the Company and
Paul S.Siebenmorgen on February 18, 2005.
10.2 Change in Control Agreement executed by and between the Company and
Barbara J.Britenriker on February 18, 2005
10.3 Change in Control Agreement executed by and between the Company and
Edward A. Leininger on February 18, 2005
10.4 Change in Control Agreement executed by and between the Company and
Rex D. Rice on February 18, 2005
10.5 Employment Agreement by and between the Company and Paul S.
Siebenmorgen, dated May 7, 2004
99.1 Company Press Release dated February 18, 2005
SIGNATURE
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 authorized.
Dated: February 18, 2005
/s/ Paul S. Siebenmorgen
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Paul S. Siebenmorgen
President & Chief Executive Officer
/s/ Barbara J. Britenriker
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Barbara J. Britenriker
Executive Vice President &
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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10.1 Change in Control Agreement executed by and between the Company and
Paul S.Siebenmorgen on February 18, 2005.
10.2 Change in Control Agreement executed by and between the Company and
Barbara J.Britenriker on February 18, 2005
10.3 Change in Control Agreement executed by and between the Company and
Edward A.Leininger on February 18, 2005
10.4 Change in Control Agreement executed by and between the Company and
Rex D. Rice on February 18, 2005
10.5 Employment Agreement by and between the Company and Paul S.
Siebenmorgen, dated May 7, 2004
99.1 Company Press Release dated February 18, 2005