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): February 8, 2006
BANKFINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Maryland 0-51331 75-3199276
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
15W060 North Frontage Road, Burr Ridge, Illinois 60527
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 242-7700
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Not Applicable
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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 (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 5.04. Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans
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On February 8, 2006, BankFinancial Corporation (the "Company") provided
notice to all of its directors and executive officers of an upcoming blackout
period under the Company's and Subsidiaries Associate Investment Plan (the
"401(k) Plan") due to the transfer of assets in the 401(k) Plan in connection
with a change in retirement plan vendors. The blackout period is expected to
begin on or about March 10, 2006, and end on or about March 19, 2006. This Form
8-K is being filed to comply with the SEC requirement that notice of a covered
blackout period under the 401(k) Plan be given to directors and executive
officers of the Company and also furnished to the SEC under cover of Form 8-K.
The notice being sent to those persons on February 8, 2006 is being filed as
Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item.
Item 9.01 Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired. Not applicable
(b) Pro Forma Financial Information. Not Applicable
(c) Exhibits.
Exhibit No. Description
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99.1 Notice of Blackout Period dated February 8,
2006 to Directors and Executive Officers of
BankFinancial Corporation
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.
BANKFINANCIAL CORPORATION
DATE: February 8, 2006 By:
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F. Morgan Gasior
Chairman of the Board, Chief Executive Officer
and President
Important Notice Concerning Limitations on
Trading in BankFinancial Corporation Stock
February 8, 2006
To: Executive Officers and Directors of BankFinancial Corporation
From: BankFinancial Corporation
1. As you may know, a "blackout period" will be imposed on transactions
involving the BankFinancial Corporation ("BankFinancial") Stock Fund (the
"BankFinancial Stock Fund") under the BankFinancial and Subsidiaries
Associate Investment Plan (the "401(k) Plan"). This blackout period,
described in more detail below, is necessary in order for participants'
accounts in the 401(k) Plan to be transferred from ING to The Principal in
connection with the change in retirement plan vendors. Under the
Sarbanes-Oxley Act of 2002, the executive officers and directors of
BankFinancial will generally be prohibited from engaging in transactions
involving BankFinancial equity securities (including options and other
derivatives based on BankFinancial stock) during this blackout period.
2. As a result of the transfer of plan assets from ING to Principal, during
the blackout period participants in the 401(k) Plan will be temporarily
unable to (1) make exchanges into or out of the BankFinancial Stock Fund
under the 401(k) Plan, (2) take distributions of money invested in the
BankFinancial Stock Fund, and (3) take loans of money invested in the
BankFinancial Stock Fund.
3. The blackout period for the 401(k) Plan is expected to begin on March 10,
2006, and end the week of March 19, 2006, provided, however, that the
blackout period may be extended due to events that are beyond the control
of BankFinancial. We will notify you of any changes that affect the dates
of the blackout period. In addition, you can confirm the status of the
blackout period by contacting Laura M. Dilallo at
LDilallo@bankfinancial.com, or by calling (630) 242-7051.
4. Generally, during the blackout period, you are prohibited from directly or
indirectly, purchasing, selling or otherwise transferring any equity
security of BankFinancial that you acquired in connection with your service
as an executive officer or director. "Equity securities" are defined
broadly to include options and other derivatives. Covered transactions are
not limited to those involving your direct ownership, but include any
transaction in which you have a pecuniary interest.
5. The prohibition covers securities acquired "in connection with service as a
director or executive officer." This includes, among other things,
securities acquired under a compensatory plan or contract (such as under a
stock option, or a restricted stock grant), as a direct or indirect
inducement to employment or joining the Board of Directors, in transactions
between the individual and the company, and as director qualifying shares.
Securities acquired outside of an individual's service as a director or
executive officer (such as shares acquired when the person was an employee
but not yet an executive officer) are not covered. However, if you hold
both covered shares and non-covered shares, any shares that you sell will
be presumed to come first from the covered shares unless you can identify
the source of the sold shares and show that you use the same identification
for all related purposes (such as tax reporting and disclosure
requirements).
6. The following are examples of transactions that you may not engage in
during the blackout period:
>> Exercising stock options granted to you in connection with your
service as a director or executive officer
>> Selling BankFinancial stock that you acquired by exercising
options
>> Selling BankFinancial stock that you originally received as a
restricted stock grant
7. There are certain exemptions, including:
>> Purchases or sales under 10b5-1(c) trading plans (so long as you
do not make or modify your election during the blackout period or
at a time when you are aware of the actual or approximate dates
of the blackout)
>> Bona fide gifts, bequests and transfers pursuant to domestic
relations orders
8. If you engage in a transaction that violates these rules, you can be
required to disgorge your profits from the transaction, and you are subject
to civil and criminal penalties.
The rules summarized above are complex, and the criminal and civil penalties
that could be imposed upon executive officers and directors who violate them
could be severe.
We therefore request that you contact Laura M. Dilallo at
LDilallo@bankfinancial.com, or by calling (630) 242-7051 before engaging in any
transaction involving BankFinancial stock or derivatives based on BankFinancial
stock during the blackout period, or if you believe that any such transaction in
which you have a pecuniary interest may occur during the blackout period.