form 8k filed 021006
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
|
February
10, 2006
|
|
(Date
of earliest event reported)
|
February
6, 2006
|
Heartland
Financial USA, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
|
0-24724
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42-1405748
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
1398
Central Avenue, Dubuque, Iowa
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52001
|
|
(Address
of principal executive offices)
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(Zip
Code)
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(319)
589-2100
(Registrant's
telephone number, including area code)
Not
Applicable
(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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o
Pre-commencement
communications 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
February
6, 2006, Heartland Financial USA, Inc. (the “Company”) awarded non-qualified
stock options to certain employees and executive officers of the Company
under
the Heartland Financial USA, Inc. 2005 Long-Term Incentive Plan (the “2005
Long-Term Incentive Plan”). An aggregate 129,750 options to purchase shares of
the Company’s common stock were awarded to its employees, of which 22,000 were
awarded to the Company’s executive officers. The options have an exercise price
of $21.60 per share. Options awarded under the 2005 Long-Term Incentive Plan
shall not be granted at less than fair market value. Of the 22,000 options
awarded to the Company’s executive officers, 10,000 were awarded to Lynn B.
Fuller, the President and Chief Executive Officer, 4,000 were awarded to
John K.
Schmidt, the Executive Vice President, Chief
Operating Officer and Chief
Financial Officer, 2,000 were awarded to Kenneth J. Erickson, the Executive
Vice
President and Chief Credit Officer and 1,500 were awarded to each of Edward
H.
Everts, the Senior Vice President, Operations, Douglas J. Horstmann, the
Senior
Vice President, Lending, Melvin E. Miller, the Senior Vice President and
Chief
Investment Officer and Paul J. Peckosh, the Senior Vice President,
Trust.
Additionally,
the Compensation/Nominating Committee approved a form of Non-Qualified Stock
Option Agreement for awards of non-qualified stock options under the 2005
Long-Term Incentive Plan. The form of Non-Qualified Stock Option Agreement
is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
All
grants described in the previous paragraph were made pursuant to the attached
form of Non-Qualified Stock Option Agreement.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description |
| |
|
| Exhibit
10.1 |
Form
of Non-Qualified Stock Option Agreement for awards of under the
Heartland
Financial USA, Inc. 2005 Long-Term Incentive
Plan
|
SIGNATURES
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
duly authorized.
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HEARTLAND
FINANCIAL USA, INC.
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|
Dated:
February 10, 2006
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|
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By:
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/s/
John K. Schmidt
|
| |
John.
K. Schmidt
|
| |
Executive
Vice President, CFO & COO
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