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): March 25, 2009
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: (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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 25, 2009, the Board of Directors of BankFinancial Corporation (the “Company”) approved the extension of the terms of the Employment Period in the Company’s existing Employment Agreements with Named Executive Officers (as defined by Item 402(a)(3) of Securities and Exchange Commission Regulation S-K) F. Morgan Gasior, Paul A. Cloutier and James J. Brennan to March 31, 2012. Prior to the extensions, the terms of the Employment Periods would have expired on October 20, 2011. The Employment Agreements between Company and these individuals were filed as Exhibits 10.1 through 10.3 to the Report on Form 8-K of the Company filed with the Securities and Exchange Commission on October 20, 2008, and Exhibits 10.25 through 10.27 to the Report on Form 10-K of the Company filed with the Securities and Exchange Commission on February 23, 2009. On the same date, the Board of Directors of the Company’s principal subsidiary, BankFinancial, F.S.B. (the “Bank”), approved the extension of the terms of the Employment Period in the Bank’s existing Amended and Restated Employment Agreements with Messrs. Gasior, Cloutier and Brennan to March 31, 2012. Prior to the extensions, the terms of the Employment Periods would have expired on May 6, 2011. The foregoing Amended and Restated Employment Agreements were filed as Exhibits 10.1 through 10.3 to the Report on Form 8-K of the Company filed with the Securities and Exchange Commission on May 9, 2008.
The form of the “Extension of Term of Employment Period” that will be used to implement these actions 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 Term of Employment Period. |
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 | ||||
| Dated: March 26, 2009 | By: | /s/ F. Morgan Gasior | ||
| F. Morgan Gasior | ||||
| Chairman of the Board and Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Exhibit | |
| 10 |
Form of Extension of Employment Agreement for F. Morgan Gasior, James J. Brennan, Paul A. Cloutier |
Exhibit 10
FORM OF EXTENSION OF TERM
OF EMPLOYMENT PERIOD
MEMORANDUM
| To: |
|
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| From: | Patricia Smith Lawler, EVP/Human Resources Division |
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| Re: | Extension of Employment Period | |||
| Date: | March , 2009 | |||
The Board of Directors of BankFinancial Corporation (the “Company”) [or BankFinancial, F.S.B. (the “Bank”)] and its Human Resources Committee have completed their annual review of your Employment Agreement with the Company [Bank] dated , and have determined to offer to amend your Employment Agreement to extend the term of the “Employment Period” as referenced in Section 2(a) of your Employment Agreement to . Please note that this amendment will also change the “Anniversary Date” as defined in your Employment Agreement to March 31st of each applicable year.
If you are agreeable to amending your Employment Agreement to extend the term of the Employment Period as provided above, please sign and date this document in the space indicated below and return it to me by no later than .
If you do not sign and return this document to me by such date, the term of your Employment Period and the Anniversary Date applicable to your Employment Agreement will remain unchanged.
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