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) June 27, 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 communication 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 June 27, 2005, James Burkhart, Senior Vice President of Operations and
Information Technology, an executive officer of the Company, entered into Change
of Control Agreement (the "Control Agreement") with the Company. Mr. Burkhart
joined the Company in June. The Control Agreement provides 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 Agreement, an executed copy of which is provided herewith as Exhibit
10.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective July 18, 2005 Dr. Betty K. Young was appointed a director of the
Company. Dr. Young replaced director Jerry Boyers who had reached mandatory
retirement age. Dr. Young is President of Northwest State Community College. She
holds a doctorate degree from Ohio University, and both a law degree and a LL.M.
(post doctorate) in Business Law from Capital University Law School. She is
licensed to practice law in Ohio and West Virginia. At this time, it is
expected that Ms. Young will serve on the Corporate Governance Committee of the
Board of Directors.
Dr. Young also serves on many non-profit organization boards. The Company feels
she will be a wonderful addition to the Board.
Mr. Boyers' retirement from the Board was also effective July 18, 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed with or incorporated by reference into the
Current Report on 8-K:
Number Exhibit
10.1 Change in Control Agreement executed by and between the Company and
James Burkhart on June 27, 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: July 20, 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
(Principal Financial and Accounting
Officer)
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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10.1 Change of Control Agreement