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): December 15, 2004
MACKINAC FINANCIAL CORPORATION
(previous filings under the name NORTH COUNTRY FINANCIAL CORPORATION)
(Exact name of registrant as specified in its charter)
MICHIGAN 0-20167 38-2062816
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
130 SOUTH CEDAR STREET, MANISTIQUE, MICHIGAN 49854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 200-7032
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 15, 2004, North Country Financial Corporation (now known as
"Mackinac Financial Corporation") (the "Company", "we") closed the transactions
contemplated by the Stock Purchase Agreement dated August 10, 2004, as amended
by the First Amendment to Stock Purchase Agreement dated September 28, 2004 (the
"Stock Purchase Agreement"). At the closing, we completed several transactions
as more fully described in our current report on Form 8-K filed with the
Securities and Exchange Commission on December 16, 2004 (the "Prior 8-K").
In addition to the transactions described in the Prior 8-K, we entered into a
new employment agreement with David Crimmins. Mr. Crimmins' agreement provides
that he be employed and appointed as either a Senior Vice President or a Senior
Managing Director of the Company's wholly-owned subsidiary, North Country Bank
and Trust (the "Bank"). The agreement is effective (the "Effective Time") upon
the later of December 20, 2004 or our receipt of all consents and approvals from
each of the Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation, the Michigan Office of Financial and Insurance
Services, any other federal or state banking authority, and any other regulatory
authority required in connection with his appointment as a senior officer of the
Bank (including any approval of his employment agreement).
Mr. Crimmins is to receive a salary of not less than $175,000 per year, a
signing bonus of $100,000, and a guaranteed 2005 bonus minimum of $75,000. The
Company will also pay or contribute to all costs in connection with Mr.
Crimmins' membership in one country club utilized for business-related
activities and assume a car lease payment for his benefit, in an amount not to
exceed $450 per month.
Further, after the Effective Time, Mr. Crimmins is to be awarded options to
purchase 20,000 shares of the Company's common stock. Twenty percent of the
options will vest immediately, and the remaining opinions will vest in
increments over a four year period and upon Mr. Crimmins meeting certain
specified performance criteria.
The agreement has an initial term of 36 months and will thereafter be
automatically extended for additional 1 year periods unless written notice is
given by one party to the other of his or its intention not to renew. It
contains confidentiality provisions and entitles Mr. Crimmins to participate in
any Company employee benefit plans generally made available to executive
employees of the Company and the Bank.
In the event the agreement is terminated, we are required to make termination
payments in accordance with the provisions summarized in the chart on the
following page.
REASON FOR TERMINATION TERMINATION PAYMENTS
---------------------- --------------------
Death, contract is not extended after Salary, benefits under employee
36 months, employment is terminated benefit plans and expenses to be
voluntarily by him or by us for cause. reimbursed through the date of
termination of employment.
For disability or by us without cause. Salary and employee benefits for a
period of 1 year following the
effectiveness of the termination. If
the termination of employment occurs
during the initial 36 months of
employment, the payments and benefits
will continue for the longer of (i)
the balance of the initial 36 months,
or (ii) one year following the
termination.
After a change in control (by the Receives 200% of annual salary. If the
employee for good reason or by the termination occurs during the initial
Company other than for cause). 36 months, then there will be added to
the payment the amount, if any, by
which the present value of this
payment exceeds 200% of his then
annual base salary.
In the event the payments made under the employment agreement, together with any
amounts required to be included under the Internal Revenue Code of 1986, as
amended (the "Code"), result in an "Excess Parachute Payment," as that term is
defined in Section 280G of the Code, then the amount of the payments provided
for in the agreement are to be reduced in an amount which eliminates any and all
excise tax which would otherwise be imposed under Section 4999 of the Code.
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 duly authorized.
MACKINAC FINANCIAL CORPORATION
Date: December 20, 2004
By: /s/ Paul D. Tobias
----------------------------------
Paul D. Tobias
Chairman of the Board and
Chief Executive Officer