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) November 27, 2007
Farmers & Merchants Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Ohio 000-14492 34-1469491
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
307-11 N. Defiance, Archbold, Ohio 43502
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (419) 446-2501
N/A
(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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On November 27, 2007, the following executive officers entered into Change
in Control Agreements (the "Agreements") with the Company: Paul S. Siebenmorgen,
the Company's President and Chief Executive Officer; Barbara J. Britenriker, the
Company's Executive Vice President and Chief Financial Officer; Edward A.
Leininger, the Company's Executive Vice President and Chief Operating Officer;
Rex D. Rice, Executive Vice President and Senior Commercial Loan Officer of the
Company's wholly-owned commercial bank subsidiary, The Farmers & Merchants State
Bank; and James Burkhart, the Company's Senior Vice President of Operations and
Information Technology. In general, the Agreements: (i) prohibit a reduction in
each of the respective officer's compensation for the two-year period following
a Change of Control of the Company; and (ii) provide both for the payment of
One Year of Compensation and a twelve month continuation of certain benefit
arrangements in the event the respective officer is terminated or resigns under
certain circumstances prior to or following a Change in Control. The terms
"Change in Control" and "One Year of Compensation" are each defined under the
Agreements. The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the Agreements, form copies of which
are provided herewith as Exhibits 10.1 through 10.5.
With respect to Ms. Britenriker and Messrs. Siebenmorgen, Leininger and
Rice, the Agreements supersede the change in control agreements that were
executed by and between The Farmers & Merchants State Bank and each of the
respective officers on February 18, 2005. The Company filed a Form 8-K with the
Commission regarding these prior arrangements on February 22, 2005. The
Agreement between the Company and Mr. Burkhart supersedes a prior agreement
executed between Mr. Burkhart and The Farmers & Merchants State Bank on June 27,
2005, a Form 8-K with respect to which was filed with the Commission on July 20,
2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following are provided as exhibits to this Current Report on Form 8-K:
Number Exhibit
------ -------
10.1 Change in Control Agreement executed by and between the Company and
Paul S. Siebenmorgen on November 27, 2007
10.2 Change in Control Agreement executed by and between the Company and
Barbara J. Britenriker on November 27, 2007
10.3 Change in Control Agreement executed by and between the Company and
Edward A. Leininger on November 27, 2007
10.4 Change in Control Agreement executed by and between the Company and Rex
D. Rice on November 27, 2007
10.5 Change in Control Agreement executed by and between the Company and
James Burkhart on November 27, 2007
2
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.
FARMERS & MERCHANTS BANCORP, INC.
(Registrant)
Dated: November 30, 2007
By /s/ Paul S. Siebenmorgen
-------------------------------------
Paul S. Siebenmorgen
President & Chief Executive Officer
By /s/ Barbara J. Britenriker
-------------------------------------
Barbara J. Britenriker
Executive Vice President &
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
10.1 Change in Control Agreement executed by and between the Company and
Paul S. Siebenmorgen on November 27, 2007
10.2 Change in Control Agreement executed by and between the Company and
Barbara J. Britenriker on November 27, 2007
10.3 Change in Control Agreement executed by and between the Company and
Edward A. Leininger on November 27, 2007
10.4 Change in Control Agreement executed by and between the Company and
Rex D. Rice on November 27, 2007
10.5 Change in Control Agreement executed by and between the Company and
James Burkhart on November 27, 2007
4