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): July 19, 2007
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 0-51331 | 75-3199276 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
| 15W060 North Frontage Road, Burr Ridge, Illinois | 60527 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (630) 242-7700
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On July 19, 2007, BankFinancial, F.S.B. (the “Bank”), the principal subsidiary of BankFinancial Corporation, extended the terms of the Employment Period in 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 Period, as defined in the Employment Agreements, to March 31, 2010. Prior to the extensions, the Employment Period would have expired 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.
| Exhibit No. |
Exhibit | |
| 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: July 24, 2007 | By: | /s/ F. MORGAN GASIOR | ||
| F. Morgan Gasior | ||||
| Chairman of the Board, Chief Executive Officer and President | ||||
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 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. |
Exhibit 10
MEMORANDUM
| To: |
|
|||
| From: | Patricia Smith, EVP/Human Resources Division | |||
| Re: | Employment Agreement Annual Review | |||
| Date: | July 19, 2007 |
Your Employment Agreement with BankFinancial, F.S.B. (the “Bank”) was amended in 2006 to include new language that was intended to address the requirements of Section 409A of the Internal Revenue Code.
The IRS recently issued the final Section 409A regulations and they will become effective on January 1, 2008. The Human Resources Committee of the Board of Directors has requested that outside counsel be engaged to draft amendments to all existing Employment Agreements, in a form acceptable to the Human Resources Committee, that will conform their terms to the requirements of Section 409A and the final regulations (the “409A Amendments”).
The Human Resources Committee has determined to extend the “Employment Period,” as referenced in Section 2(a) of your Employment Agreement, to March 31, 2010, subject to the condition that you agree to sign a further amendment to your Employment Agreement later this year that will incorporate the 409A Amendments into your Employment Agreement.
If you are agreeable to amending your Employment Agreement to extend the term of the Employment Period until March 31, 2010 subject to the above condition, please sign and date this document in the space indicated below and return it to me by no later than July 25, 2007. The amendment to your Employment Agreement will not be effective until I receive the signed and dated document.
| Name: |
| Signature: |
| Date: |