|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/12/21 Mackinac Financial Corp./MI 10-K 12/31/20 102:25M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.20M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 34K
3: EX-10.6 Material Contract HTML 52K
4: EX-21 Subsidiaries List HTML 25K
5: EX-23.1 Consent of Expert or Counsel HTML 26K
6: EX-31 Certification -- §302 - SOA'02 HTML 39K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
15: R1 Document and Entity Information HTML 87K
16: R2 Consolidated Balance Sheets HTML 123K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 34K
18: R4 Consolidated Statements of Operations HTML 130K
19: R5 Consolidated Statements Comprehensive Income HTML 65K
20: R6 Consolidated Statements of Changes in HTML 74K
Shareholders' Equity
21: R7 Consolidated Statements of Cash Flows HTML 121K
22: R8 Summary of Significant Accounting Policies HTML 92K
23: R9 Restrictions on Cash and Cash Equivalents HTML 29K
24: R10 Securities Available for Sale HTML 322K
25: R11 Loans HTML 1.09M
26: R12 Premises and Equipment HTML 49K
27: R13 Other Real Estate Held for Sale HTML 49K
28: R14 Deposits HTML 60K
29: R15 Goodwill and Other Intangible Assets HTML 71K
30: R16 Servicing Rights HTML 59K
31: R17 Borrowings HTML 54K
32: R18 Income Taxes HTML 104K
33: R19 Leases HTML 51K
34: R20 Retirement Plan HTML 32K
35: R21 Defined Benefit Pension Plan HTML 85K
36: R22 Deferred Compensation Plan HTML 32K
37: R23 Regulatory Matters HTML 217K
38: R24 Stock Compensation Plans HTML 62K
39: R25 Shareholders' Equity HTML 29K
40: R26 Commitments, Contingencies and Credit Risk HTML 54K
41: R27 Fair Value HTML 359K
42: R28 Parent Company Only Financial Statements HTML 173K
43: R29 Summary of Significant Accounting Policies HTML 144K
(Policies)
44: R30 Summary of Significant Accounting Policies HTML 55K
(Tables)
45: R31 Securities Available for Sale (Tables) HTML 327K
46: R32 Loans (Tables) HTML 1.09M
47: R33 Premises and Equipment (Tables) HTML 48K
48: R34 Other Real Estate Held for Sale (Tables) HTML 48K
49: R35 Deposits (Tables) HTML 61K
50: R36 Goodwill and Other Intangible Assets (Tables) HTML 68K
51: R37 Servicing Rights (Tables) HTML 51K
52: R38 Borrowings (Tables) HTML 55K
53: R39 Income Taxes (Tables) HTML 106K
54: R40 Leases (Tables) HTML 50K
55: R41 Defined Benefit Pension Plan (Tables) HTML 88K
56: R42 Regulatory Matters (Tables) HTML 214K
57: R43 Stock Compensation Plans (Tables) HTML 61K
58: R44 Commitments, Contingencies, and Credit Risk HTML 47K
(Tables)
59: R45 Fair Value (Tables) HTML 352K
60: R46 Parent Company Only Financial Statements (Tables) HTML 175K
61: R47 Summary of Significant Accounting Policies HTML 102K
(Details)
62: R48 Restrictions on Cash and Cash Equivalents HTML 32K
(Details)
63: R49 Securities Available for Sale (Details) HTML 71K
64: R50 Securities Available for Sale - by Contractual HTML 75K
Maturity (Details)
65: R51 Securities Available for Sale - Gross Unrealized HTML 78K
Losses and Length of Time in Loss Position
(Details)
66: R52 Loans (Details) HTML 228K
67: R53 Loans - Allowance (Details) HTML 171K
68: R54 Loans - Loans by Risk Category (Details) HTML 117K
69: R55 Loans - Impaired Loans and Effect on Interest HTML 78K
Income (Details)
70: R56 Loans - Past Due (Details) HTML 64K
71: R57 Loans - Troubled Debt Restructuring (Details) HTML 42K
72: R58 Loans - Insider Loans (Details) HTML 44K
73: R59 Premises and Equipment (Details) HTML 44K
74: R60 Other Real Estate Held for Sale (Details) HTML 42K
75: R61 Deposits (Details) HTML 56K
76: R62 Goodwill and Other Intangible Assets (Details) HTML 69K
77: R63 Servicing Rights (Details) HTML 57K
78: R64 Borrowings (Details) HTML 79K
79: R65 Borrowings - Maturities (Details) HTML 40K
80: R66 Income Taxes (Details) HTML 97K
81: R67 Leases (Details) HTML 60K
82: R68 Retirement Plan (Details) HTML 33K
83: R69 Defined Benefit Pension Plan (Details) HTML 103K
84: R70 Deferred Compensation Plan (Details) HTML 44K
85: R71 Regulatory Matters (Details) HTML 91K
86: R72 Stock Compensation Plans (Details) HTML 74K
87: R73 Shareholders' Equity (Details) HTML 51K
88: R74 Commitments, Contingencies, and Credit Risk HTML 42K
(Details)
89: R75 Commitments, Contingencies, and Credit Risk - HTML 38K
Credit Risk (Details)
90: R76 Fair Value (Details) HTML 88K
91: R77 Fair Value - Other Assets and Other Liabilities HTML 33K
(Details)
92: R78 Fair Value - Recurring (Details) HTML 49K
93: R79 Fair Value - Level 3 Activities (Details) HTML 44K
94: R80 Fair Value - Nonrecurring Basis (Details) HTML 45K
95: R81 Parent Company Only Financial Statements - Balance HTML 72K
Sheets (Details)
96: R82 Parent Company Only Financial Statements - Balance HTML 37K
Sheets (Parenthetical) (Details)
97: R83 Parent Company Only Financial Statements - HTML 71K
Statement of Operations (Details)
98: R84 Parent Company Only Financial Statements - Cash HTML 78K
Flows (Details)
100: XML IDEA XML File -- Filing Summary XML 183K
14: XML XBRL Instance -- mfnc-20201231x10k_htm XML 7.83M
99: EXCEL IDEA Workbook of Financial Reports XLSX 153K
10: EX-101.CAL XBRL Calculations -- mfnc-20201231_cal XML 333K
11: EX-101.DEF XBRL Definitions -- mfnc-20201231_def XML 949K
12: EX-101.LAB XBRL Labels -- mfnc-20201231_lab XML 2.08M
13: EX-101.PRE XBRL Presentations -- mfnc-20201231_pre XML 1.55M
9: EX-101.SCH XBRL Schema -- mfnc-20201231 XSD 229K
101: JSON XBRL Instance as JSON Data -- MetaLinks 552± 830K
102: ZIP XBRL Zipped Folder -- 0001558370-21-002868-xbrl Zip 577K
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of March 10, 2021, Mackinac Financial Corporation had one class of common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our articles of incorporation (the “Articles”) and our third amended and restated bylaws (the “Bylaws”), each of which is incorporated herein by reference as an exhibit to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, of which this Exhibit 4.1 is a part. We encourage you to read our Articles, our Bylaws and the applicable provisions of the Michigan Business Corporation Act (as amended, the “MBCA”) for additional information.
Authorized Capital Stock
Our authorized capital stock consists of 18,000,000 shares of common stock, no par value per share, and 500,000 shares of preferred stock, no par value per share. As of March 10, 2021, there were 10,550,393 shares of common stock issued and outstanding, no shares of preferred stock outstanding and 61,145 shares of common stock to be issued upon vesting of restricted stock awards. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of our common stock are validly issued, fully paid and non-assessable.
Voting Rights
Each holder of our common stock is entitled to one vote per share and will not have any right to cumulate votes in the election of directors. Directors are elected by a plurality of the shares actually voting on the matter. Our board of directors (the “Board”) is divided into three classes, as nearly equal in number as reasonably possible, with each class of directors serving for successive three-year terms so that each year the term of only one class of directors expires. This structure may frustrate or prevent any attempts by our shareholders to replace or remove our current management or effect a change in control by making it more difficult for shareholders to replace members of the board of directors. When an action other than the election of directors is to be taken by a vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote, unless a greater plurality is required by the Articles or the MBCA. If we issue preferred stock, holders of such preferred stock may also possess voting rights.
Dividend Rights
We can pay dividends if, as and when declared by the Board, subject to compliance with limitations imposed by law. The holders of our common stock are entitled to receive and share equally in these dividends as they may be declared by the Board out of funds legally available for such purpose. If we issue any shares of its authorized preferred stock, the holders of such preferred stock may have a priority over the holders of the common stock with respect to dividends.
Liquidation Rights
In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, the holders of our common stock would be entitled to receive, after payment or provision for payment of all its debts and liabilities, and payment or provision for payment of all required distributions with respect to outstanding shares of preferred stock, all of our assets available for distribution. If preferred stock is issued,
the holders thereof may have a priority over the holders of the common stock in the event of liquidation or dissolution.
Other Rights and Preferences
Under the MBCA, shareholders do not have preemptive rights unless the corporation’s articles of incorporation provide otherwise. Our Articles do not provide for preemptive rights. We do not have a rights plan in effect. Neither we nor holders of our common stock are parties to a shareholders’ agreement with respect to our capital stock.
Listing
Our common stock has been approved for listing on the NASDAQ Capital Market under the symbol “MFNC.”
Certain Provisions of Our Articles and Bylaws, Michigan Law and Federal Law
Articles and Bylaws
Our Articles provide that our directors will not be personally liable to us or our shareholders for money damages, except for liability (1) for any breach of the director’s duty of loyalty to us or our shareholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) resulting from a violation of the MBCA, or (4) for any transaction from which the director derived an improper benefit. Our Bylaws provide for the indemnification of directors and officers to the fullest extent authorized by law and of employees and agents to such extent as authorized by the board of directors and permitted by law. Our Bylaws provide that we may purchase and maintain insurance on behalf of its directors, officers, employees and agents against any liability, whether or not we would have the power to indemnify such persons against such liability under our Articles. We maintain such insurance.
Michigan Law
We are subject to the provisions of Chapter 7A of the MBCA. Chapter 7A contains provisions that generally require that business combinations between a corporation that is subject to Chapter 7A and a beneficial owner of 10% or more of the voting power of the corporation be approved by a very high percentage of the shareholders. The vote required is the affirmative vote of at least 90% of the votes of each class of stock entitled to be cast and not less than two-thirds of the votes of each class of stock entitled to be cast by shareholders other than the 10% owner who is a party to the combination. The high vote requirements will not apply if (i) our board of directors approves the transaction prior to the time the 10% owner becomes such or (ii) the transaction satisfies the specified fairness standards, various other conditions are met and the 10% owner has been such for at least five years
Federal Law
The Bank Holding Company Act, as amended (“BHCA”), requires any “bank holding company,” as defined in the BHCA, to obtain the approval of the Board of Governors of the Federal Reserve Board before acquiring 5% or more of our common stock. Any entity that is a holder of 25% or more of our common stock, or a holder of 5% or more if such holder otherwise exercises a “controlling influence” over us, is subject to regulation as a bank holding company under the BHCA. Any person, other than a bank holding company, is required to obtain the approval of the Federal Reserve Board before acquiring 10% or more of our common stock under the Change in Bank Control Act of 1978, as amended.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Broadridge Corporate Issuer Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/12/21 | None on these Dates | ||
| 3/10/21 | ||||
| For Period end: | 12/31/20 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/09/21 Mackinac Financial Corp./MI DEFM14A 1:4.2M Toppan Merrill/FA 6/09/21 Nicolet Bankshares Inc. 424B3 1:3.1M Toppan Merrill/FA 6/01/21 Nicolet Bankshares Inc. S-4/A 6:6.4M Toppan Merrill/FA 5/19/21 Nicolet Bankshares Inc. S-4 7:3.1M Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/01/18 Mackinac Financial Corp./MI 8-K:8,9 10/01/18 2:43K Toppan Merrill/FA 5/18/18 Mackinac Financial Corp./MI 8-K:2,8,9 5/18/18 2:57K Toppan Merrill/FA 3/15/18 Mackinac Financial Corp./MI 10-K 12/31/17 105:28M Toppan Merrill Bridge/FA 2/13/18 Mackinac Financial Corp./MI 8-K:1,9 2/08/18 2:48K Toppan Merrill/FA 1/19/18 Mackinac Financial Corp./MI 425 2:630K Mackinac Financial Corp./MI Toppan Merrill-FA 3/24/14 Mackinac Financial Corp./MI 8-K:1,5,9 3/18/14 3:209K Toppan Merrill/FA 4/25/12 Mackinac Financial Corp./MI DEF 14A 5/22/12 1:568K Donnelley … Solutions/FA 3/31/09 Mackinac Financial Corp./MI 10-K 12/31/08 11:1.9M Bowne BCL/FA |