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
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Date of Report (Date of earliest event reported)
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March 16, 2007 |
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MARLIN BUSINESS SERVICES CORP.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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000-50448
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38-3686388 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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300 Fellowship Road, Mount Laurel, NJ
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08054 |
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(Address of principal executive offices)
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(Zip Code) |
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Registrants telephone number, including area code
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(888) 479-9111 |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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.
(e) On March 16, 2007, the Compensation Committee of the Board of Directors of Marlin Business Services
Corp. (the Company) approved grants of restricted stock and options under the Companys 2003
Equity Compensation Plan to Daniel P. Dyer, Chairman and Chief Executive Officer, George D. Pelose,
Chief Operating Officer, Lynne C. Wilson, Chief Financial Officer, and other officers and employees
of the Company. These grants were made as part of the annual management equity incentive program.
Mr. Dyer received grants of 8,320 shares of Restricted Stock, up to 2,773 Matching Shares of
Restricted Stock, 9,314 Time Vested Options, and a maximum of 12,919 Performance Options. Mr.
Pelose received grants of 6,391 shares of Restricted Stock, up to 2,130 Matching Shares of
Restricted Stock, 7,156 Time Vested Options, and a maximum of 9,924 Performance Options. Ms.
Wilson received grants of 3,087 shares of Restricted Stock, up to 1,029 Matching Shares of
Restricted Stock, 3,457 Time Vested Options, and a maximum of 4,794 Performance Options.
The Restricted Stock grants shall vest seven years from the date of issuance, subject to
accelerated vesting if the Company achieves certain financial performance goals. The Matching
Shares of Restricted Stock shall vest after ten years from the date of issuance, subject to
accelerated vesting if the grantee maintains ownership of a certain number of unrestricted shares
for three years from the date of issuance. The Time Vested Options vest 25% per year beginning on
the first anniversary of the grant date. Vesting of the Performance Options will be determined by
EPS growth rates averaged over a four year performance period, with potential vesting amounts equal
to 0%, 33.33%, 66.66% or 100% of the grant amount. The strike price for all options was set at the
closing price of the Companys stock on the date the grants were approved by the Compensation
Committee (March 16, 2007).
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