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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2006 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ___to ___ |
Commission file number 0-20167
MACKINAC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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MICHIGAN
(State of other jurisdiction of
incorporation or organization)
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38-2062816
(I.R.S. Employer
Identification No.) |
130 South Cedar Street, Manistique, Michigan 49854
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (888) 343-8147
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of Registrants knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendments to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The aggregate market value of the common stock held by non-affiliates of the Registrant, based on a
per share price of $10.27 as of June 30, 2006, was $14.2 million. As of March 21, 2007, there were
outstanding, 3,428,695 shares of the Corporations Common Stock (no par value).
Documents Incorporated by Reference:
Portions of the Corporations Annual Report to Shareholders for the year ended December 31, 2006,
are incorporated by reference into Parts I and II of this Report.
Portions of the Corporations Proxy Statement for the Annual Meeting of Shareholders to be held May
24, 2007, are incorporated by reference into Part III of this Report.
EXPLANATORY NOTE
Mackinac Financial Corporation is filing this Amendment No. 1 (this Amendment) to its Annual
Report on Form 10-K for the fiscal year ended December 31, 2006, which was originally filed with
the Securities and Exchange Commission on March 30, 2007 (the Annual Report) solely for the
purpose of reflecting a change to the date of the annual meeting of shareholders from May 23, 2007
to May 24, 2007 on (i) the cover page of the Annual Report, (ii) in Item 10 of the Annual Report.
This Amendment does not reflect events occurring after the filing of the Annual Report or
modify or update this disclosures affected by subsequent events. Except as specifically provided
in this Amendment, this Amendment continues to speak as of the date of the Annual Report, and does
not modify, amend or update any other items or disclosures in the Annual Report, all such items or
disclosures are unchanged and are not reproduced in this Amendment No. 1.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION
The information set forth under the captions Information About Directors and Nominees and
Section 16(a) Beneficial Ownership Reporting Compliance in the Corporations definitive Proxy
Statement for its May 24, 2007, Annual Meeting of Shareholders (the Proxy Statement), a copy of
which will be filed with the SEC prior to the meeting date, is incorporated herein by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a) |
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The following documents are filed as a part of this report. |
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Exhibit |
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Document |
31
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Rule 13(a) 14 (a) Certifications |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Corporation has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, dated April 4, 2007.
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MACKINAC FINANCIAL CORPORATION
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/s/ Paul D. Tobias
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Paul D. Tobias |
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Chairman and Chief Executive Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below on April 4, 2007, by the following persons on behalf of the Corporation and in the capacities
indicated. Each director of the Corporation, whose signature appears below, hereby appoints Paul
D. Tobias and Ernie R. Krueger, and each of them severally, as his attorney-in-fact, to sign in his
name and on his behalf, as a director of the Corporation, and to file with the Commission any and
all Amendments to this Report on Form 10-K.
Signature
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/s/ Paul D. Tobias
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/s/ Ernie R. Krueger |
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Paul D. Tobias Chairman,
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Executive Vice President and Chief Financial |
Chief Executive Officer, and Director
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Officer |
(principal executive officer)
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(chief financial officer) |
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/s/ Eliot R. Stark
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/s/ Joseph D. Garea |
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Eliot R. Stark Vice Chairman
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Joseph D. Garea Director |
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/s/ Walter J. Aspatore
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/s/ Robert H. Orley |
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Walter J. Aspatore Director
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Robert H. Orley Director |
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/s/ Dennis B. Bittner
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/s/ L. Brooks Patterson |
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Dennis B. Bittner Director
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L. Brooks Patterson Director |
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/s/ Kelly W. George
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/s/ Randolph C. Paschke |
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Kelly W. George President, Director
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Randolph C. Paschke Director |