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): April 26, 2006
BANKFINANCIAL CORPORATION
-------------------------
(Exact Name of Registrant as Specified in Charter)
Maryland 0-25233 75-3199276
--------------------------- -------------------- --------------------
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
15W060 North Frontage Road, Burr Ridge, Illinois 60527
- ------------------------------------------------ -----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (800) 894-6900
--------------
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):
[ ] 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 1.01. Entry into a Material Definitive Agreement.
On April 26, 2006, the Board of Directors of BankFinancial, F.S.B. (the "Bank"),
the principal subsidiary of BankFinancial Corporation, approved amendments of
the Bank's Employment Agreements with "Named Executive Officers" (as defined by
Item 402(a)(3) of Securities and Exchange Commission Regulation S-K) F. Morgan
Gasior, James J. Brennan, Paul A. Cloutier, Robert J. O'Shaughnessy and Christa
N. Calabrese to extend the Employment Periods, as defined in the Employment
Agreements, for an additional one (1) year, so that the terms of the Employment
Periods for these individuals will end on March 31, 2009. The foregoing
Employment Agreements were filed as Exhibits 10.3 through 10.7 to the Company's
Registration Statement on Form S-1 (File Number 333-119217), originally filed
with the Securities and Exchange Commission on September 23, 2004. The form of
the Amendment to the Employment Agreements is attached to this Current Report on
Form 8-K as Exhibit 10.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
10 Form of Extension of Employment Agreement for F. Morgan
Gasior, James J. Brennan, Paul A. Cloutier, Robert J.
O'Shaughnessy and Christa N. Calabrese.
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: May 2, 2006 By: /s/ James J. Brennan
-----------------------------------
James J. Brennan
Executive Vice President and
Corporate Secretary
To: _____________________________
From: James J. Brennan, Secretary
Re: Employment Agreement Annual Review
Date: April 27, 2006
I am pleased to confirm that the Board of Directors of BankFinancial,
F.S.B. and the Board's Human Resources Committee conducted the annual review
referenced in Section 2(b) of your Employment Agreement. The Board determined on
April 26, 2006, subject to the condition set forth below, to extend the
Employment Period, as referenced in Section 2(a) of your Employment Agreement,
for an additional one (1) year so that the term of the Employment Period will
end on March 31, 2009.
The above extension of the term of your Employment Agreement is subject to
the condition that you date and sign this document and the Amendment to your
Employment Agreement that is attached to this document as Exhibit A, and return
the executed original documents to EVP Patricia Smith by no later than May 5,
2006.
Please feel free to contact me if you have any questions.
- ------------------------------------
Name:
EXHIBIT A
BANKFINANCIAL, F.S.B.
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made effective
as of April 26, 2006, by and between BankFinancial, F.S.B. (the "Bank"), a
federally chartered stock savings bank having its principal office at 21110
South Western Avenue, Olympia Fields, Illinois, and
________________________________________ ("Executive").
WHEREAS, Executive and the Bank have previously entered into an Employment
Agreement dated as of ________________________________(the "Agreement"); and
WHEREAS, the Board of Directors of the Bank (the "Board") has proposed,
subject to Executive's execution of this Amendment, to extend the Employment
Period, as referenced in Section 2(a) of the Agreement, for an additional one
(1) year so that the remaining term of the Employment Period will end on March
31, 2009; and
WHEREAS, Section 409A of the Internal Revenue Code of 1986 (the "Code"), as
amended, requires that certain deferred compensation arrangements comply with
its terms or subject the recipient of the compensation to potential taxes and
penalties; and
WHEREAS, certain provisions of the Agreement may be subject to Code Section
409A and the Board desires to amend the Agreement in order to comply with Code
Section 409A, to the extent necessary; and
WHEREAS, Executive desires to accept the foregoing proposal.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:
1. The following language is added to the end of Section 6(c) of the
Agreement:
"Notwithstanding anything to the contrary in this Section 6(c) or in
any other provision of this Agreement, if required by Section 409A of
the Code and in the event the Executive is a "Specified Employee," the
amounts payable under this Section 6(c) shall commence no earlier than
the first day of the seventh month following the effective date of the
Executive's Separation from Service. As used in this Agreement, the
terms "Specified Employee" and "Separation from Service" shall have the
meanings set forth in Code Section 409A."
2. The following language is added to the end of Section 6(e) of the
Agreement:
"Notwithstanding anything to the contrary in this Section 6(e) or in
any other provision of this Agreement, if required by Section 409A of
the Code and in the event the Executive is a "Specified Employee," the
amounts payable under this Section 6(e) shall commence no earlier than
the first day of the seventh month following the effective date of the
Executive's Separation from Service."
3. The following language is added to the end of Section 6(g) of the
Agreement:
"Notwithstanding anything to the contrary in this Section 6(g) or in
any other provision of this Agreement, in the event the payments
hereunder are deemed to be subject to Code Section 409A, the election
provided for in this Section 6(g) shall not be available to the Bank."
IN WITNESS WHEREOF, BankFinancial, F.S.B. has caused this Amendment to be
executed by a duly authorized officer, and Executive has signed this Amendment
effective as of the 26th day of April, 2006.
BANKFINANCIAL, F.S.B. EXECUTIVE
By:
------------------------------ --------------------------------
Name:
Its:
------------------------------