-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A0Rj+5lc6gukJpEXJNFsuJy6JZw1APdnYD/abj32HFqkrPYe/Ot3IBuphIQmLcv/ GzbI96QtIQBpry+htkdc6g== 0000950124-05-003916.txt : 20050622 0000950124-05-003916.hdr.sgml : 20050622 20050622171440 ACCESSION NUMBER: 0000950124-05-003916 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050620 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050622 DATE AS OF CHANGE: 20050622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLAGSTAR BANCORP INC CENTRAL INDEX KEY: 0001033012 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 383150651 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16577 FILM NUMBER: 05910778 BUSINESS ADDRESS: STREET 1: 2600 TELEGRAPH ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48032-0953 BUSINESS PHONE: 8103387700 MAIL ADDRESS: STREET 1: 2600 TELEGRAPH ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48302 8-K 1 k96186e8vk.txt CURRENT REPORT UNITED STATES 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): JUNE 20, 2005 FLAGSTAR BANCORP, INC. (Exact name of registrant as specified in its charter) MICHIGAN 1-16577 38-3150651 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation) Number) Identification No.) 5151 CORPORATE DRIVE, TROY, MICHIGAN 48098 (Address of principal executive offices) (Zip Code) (248) 312-2000 (Registrant's telephone number, including area code) 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: [ ] 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 June 22, 2005, Flagstar Bancorp, Inc. (the "Company") announced in a press release that Flagstar Bank, fsb, a wholly owned subsidiary (the "Bank"), entered into a consulting agreement with Michael W. Carrie on June 21, 2005. Pursuant to the agreement, Mr. Carrie will provide consulting services to the Bank until March 31, 2006. The consulting agreement provides for a monthly fee of $60,000 and reimbursement of reasonable out-of-pocket costs and expenses incurred by Mr. Carrie in the performance of consulting services under the agreement. The consulting agreement also contains a non-disclosure provision, which provides that Mr. Carrie may not, during the term of the consulting agreement, make use of or disclose any confidential information, subject to customary limitations. The information set forth in Item 5.02(b) below and the agreement filed as Exhibit 10.1 to this Form 8-K are incorporated in this Item 1.01 by reference. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS (a) Not applicable. (b) Effective June 20, 2005, Mr. Carrie resigned as a member of the board of directors of the Company and the Bank. On June 22, 2005, the Company issued a press release announcing the resignation of Mr. Carrie as a director of the Company and the Bank. A copy of the related press release is attached as Exhibit 99.1 and is incorporated herein by reference. (c) As previously disclosed in the Company's current reports on Form 8-K dated May 10, 2005 and April 27, 2005, Paul Borja Executive Vice President of the Company and the Bank, became the Chief Financial Officer effective June 21, 2005. Information required by this Item 5.02(c) and Item 1.01 was previously included in such current reports on Form 8-K. (d) On June 21, 2005, the Board of Directors of the Company appointed Brian Tauber as a member of the Board of Directors of the Company and the Bank to fill the vacancies resulting from Mr. Carrie's resignation. Mr. Tauber was also selected to serve on the Audit Committee of both the Company and the Bank. The Board determined that Mr. Tauber qualifies as an additional "audit committee financial expert" as defined by the rules and regulations of theSecurities and Exchange Commission. In addition, the Board determined that Mr. Tauber is independent in accordance with applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. Since 2001, Mr. Tauber has served as Chief Executive Officer and President of Carolina Precision Plastics, LLC, an injection molder and assembler located in Asheboro, North Carolina serving the lip balm, marker/pen and cosmetics industries. Since 2003, Mr. Tauber has served as President and Chief Executive Officer of C Enterprises, L.P., a custom cable assembly manufacturer located in Vista, California serving the data and telecom industries. Mr. Tauber is also a principal of BLT Ventures, LLC, which acquires majority interests in mid-market manufacturing companies. Mr. Tauber received his Masters in Business Administration and a law degree from the University of Michigan in 1992, and his undergraduate degree from the University of Pennsylvania in 1988. On June 22, 2005, the Company announced the addition of Mr. Tauber as a new director of the Company and the Bank. A copy of the related press release is attached as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibits are being furnished herewith:
Exhibit No. Exhibit Description - ----------- ------------------- 10.1 Consulting Agreement between Flagstar Bank, fsb and Michael W. Carrie effective as of June 21, 2005. 99.1 Press Release dated June 22, 2005.
SIGNATURE 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. FLAGSTAR BANCORP, INC. Dated: June 22, 2005 By: /s/ Paul D. Borja ------------------------------------ Paul D. Borja Executive Vice-President and Chief Financial Officer EXHIBIT INDEX
Exhibit No. Exhibit Description - ----------- ------------------- 10.1 Consulting Agreement between Flagstar Bank, fsb and Michael W. Carrie effective as of June 21, 2005. 99.1 Press Release dated June 22, 2005.
EX-10.1 2 k96186exv10w1.txt CONSULTING AGREEMENT EXHIBIT 10.1 CONSULTING AGREEMENT This Consulting Agreement ("Agreement"), dated as of June 21, 2005, is made and entered into by and between Flagstar Bank, fsb ("Flagstar") and Michael W. Carrie ("Carrie"). RECITALS WHEREAS, FLAGSTAR is a federally chartered stock savings bank headquartered in Troy, Michigan and is a wholly owned subsidiary of Flagstar Bancorp, Inc., a Michigan corporation ("Bancorp"); and WHEREAS, Carrie was previously employed by Flagstar and Bancorp as an Executive Director and Chief Financial Officer, and has served on the Board of Directors of both Flagstar and Bancorp; and WHEREAS, Carrie retired from the employ of both Flagstar and Bancorp, and such resignation is effective as of June 20, 2005; and WHEREAS, it has been determined by Carrie, Flagstar and Bancorp that it is in the best interest of all parties for Carrie to also resign from the Board of Directors of both Flagstar and Bancorp; and WHEREAS, as a result of such resignations, Carrie's Continuous Service (as such term is defined in the Bancorp 1997 Employees and Directors Stock Option Plan, as amended and the 2000 Stock Incentive Plan) with Flagstar and Bancorp shall cease on June 20, 2005; and WHEREAS, Flagstar desires to consult with Carrie, from time to time, on the matters and affairs of Flagstar in order to assist in the transition to the incoming Chief Financial Officer and Carrie has agreed to be accessible for such purposes from the date of this Agreement through March 2006. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. Obligations of Carrie; Independent Contractor. Carrie shall consult with and advise the incoming Chief Financial Officer with respect to the business of Flagstar (the "Consulting Services"). Carrie shall perform the Consulting Services as reasonably requested, from time to time. This Agreement shall not constitute or give rise to an employment relationship between the parties, and all activities by Carrie hereunder shall be carried on by Carrie as an independent contractor and not as an employee of Flagstar. It is the intention of the parties that Carrie shall be able to provide such services by telephone and that the Consulting Services will not require Carrie to be present in Michigan. 2. Obligations of Flagstar. In consideration for Carrie's obligations hereunder, Flagstar shall pay Carrie a monthly fee of $60,000, payable on the 1st of each month, with the first such payment being made on July 1, 2005 (the "Consulting Fees"). 3. Expenses. In addition to any Consulting Fees that may be payable to Carrie hereunder, Flagstar shall reimburse Carrie from time to time for all reasonable out-of-pocket costs and expenses incurred by Carrie in the performance of the Consulting Services hereunder. Carrie shall include a reasonably detailed description of such expenses in accordance with Flagstar practice. 4. Non-Disclosure of Confidential Information. (a) Confidential Information. For the purposes of this Agreement, "Confidential Information" shall mean all information relating to the operations of Flagstar which has not been specifically designated for release to the public and information regarding Flagstar, or any affiliate, which was disclosed to Carrie or known by him as a consequence of his employment by Flagstar, whether or not pursuant to this Agreement, including without limitation, trade secrets, business and strategic plans, pricing information, financial data, customer and supplier information, either the fact or content of negotiations in which such entities may be engaged, market information, research and development, corporate personnel manuals and corporate policies and procedures, marketing strategies, computer data bases and other information that was developed by or originated with any such entity for its own use, whether stored on hard copy, computer disc or any other medium. The foregoing notwithstanding, "Confidential Information" shall not include any information or materials already available to the public other than as a result of the disclosure by Carrie. (b) Non-Disclosure. Carrie agrees that, except with the specific authorization of the Chief Executive Officer of Flagstar, Carrie shall not at any time during or after the term of this Agreement, make use of or disclose to any person, corporation, or other entity, directly or indirectly, for any purpose whatsoever, any Confidential Information, whether prepared by Carrie or otherwise coming into Carrie's possession or control; provided, however, that any disclosure by Carrie to a governmental agency as required by law shall not constitute a breach of this Paragraph 4. (c) Injunctive Relief. Carrie acknowledges that Confidential Information, as it may exist from time to time, is a valuable and unique asset of Flagstar, and that disclosure of any such Confidential Information would cause substantial injury to Flagstar, and that any violation of this Paragraph 4 would cause irreparable damage to Flagstar which damage would be inadequately compensable in money damages, and Flagstar shall be entitled to injunctive relief to prevent or terminate any breach or threatened breach of this Paragraph 4, in addition to any monetary damages, sanctions or other legal remedies available. The provisions of this Paragraph 4 shall survive termination of this Agreement. Carrie acknowledges and agrees that his obligations of confidentiality hereunder are in addition to, and not in limitation of or preemption of, all other obligations of confidentiality which Carrie owes to Flagstar under general legal or equitable principles. Carrie further acknowledges and agrees that the agreements set out above are necessary for the protection of the legitimate business interests of Flagstar and are reasonable in scope and content. (d) Ownership Rights. Carrie acknowledges and agrees that Flagstar shall be the sole owner and holder of all right, title and interest to all strategies, business plans, systems, forms, policy manuals, marketing and public relations materials, marketing procedures and policies developed by Carrie during the term of this Agreement, and the Carrie shall not duplicate, photocopy, transcribe or remove any such information, records or property. Carrie acknowledges and agrees that upon termination of this Agreement, or upon request by Flagstar, Carrie shall turn over to Flagstar all documents, files, office supplies and any other material or work product in Carrie's possession or control containing all such strategies, business plans, systems, forms, policy manuals, marketing and public relations materials, marketing procedures and policies or which were otherwise created pursuant to or derived from Carrie's services to Flagstar. (e) Saving Provision. The parties agree and stipulate that, based upon Flagstar's present business and plans for future expansion, the covenants and agreements set out above in this Paragraph 4 are reasonable in duration and scope and are fair and reasonably necessary for the protection of the business, goodwill, Confidential Information, and other protectable interests of Flagstar and its affiliates in light of all of the facts and circumstances of the relationship between Carrie and Flagstar, and that the breach of the provisions of this Paragraph 4 would irreparably harm Flagstar. In the event that any covenant, condition or other provision of this Agreement is held to be inoperative, invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair or invalidate any other covenant, condition or other provisions of this Agreement. If such condition, covenant or other provision shall be deemed invalid due to its scope or breadth, it is the intention of the parties hereto that such covenant, condition or other provision shall not thereby be terminated but shall be deemed amended to delete therefrom or modify such provision or portion adjudicated to be invalid or unenforceable or in the alternative such judicially substituted term may be substituted therefor, and such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law. 5. Further Assurances. Each of the parties hereto agrees to execute and deliver such other documents and to take such further actions as the other party may reasonably deem necessary from time to time to carry out the intent and purpose of this Agreement. 6. Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or the transactions contemplated hereby, shall be referred to the American Arbitration Association for neutral binding arbitration in accordance with its rules, and such arbitration shall be decided in accordance with the terms of this Agreement and the substantive law of the State of Michigan. The board of arbitrators shall convene at a place mutually acceptable to the parties in the State of Michigan. The parties hereto agree to accept the decision of the board of arbitrators, and judgment upon any award rendered hereunder may be entered in any court having jurisdiction hereof. 7. Termination. The term of this Agreement shall commence on June 21, 2005 and shall continue until March 31, 2006. 8. No Third Party Beneficiaries. This Agreement is for the benefit of Carrie and Flagstar only and not for any other person. 9. Entire Agreement. This Agreement contains the entire agreement between Flagstar and Carrie regarding the matters contained herein and correctly sets forth each party's rights and duties to each other as of the date hereof. Any agreement or representation concerning the subject matter of this Agreement or the duties of Carrie or Flagstar in relation thereto not set forth in this instrument is null and void. 10. Waiver, Modification and Amendment.No provision hereof may be waived, modified or amended without the written agreement of each of the parties hereto. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 11. Counterparts. This Agreement may be executed in counterparts and such counterparts taken together shall constitute one and the same agreement. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. 13. Binding on Successor. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and each of their successors (including by operation of law) and assigns, provided, however, that Carrie may not assign his rights under this Agreement. 14. Titles and Captions. Titles and captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. Flagstar Bank, fsb /s/ Matthew I. Roslin ----------------------------------- By: Matthew I. Roslin Its: Executive Vice President /s/ Michael W. Carrie ------------------------------------ Michael W. Carrie EX-99.1 3 k96186exv99w1.txt PRESS RELEASE DATED JUNE 22, 2005 EXHIBIT 99.1 FOR IMMEDIATE RELEASE TROY, Mich. June 22, 2005 - -------------------------------------------------------------------------------- TROY, Michigan., June 22, 2005 /PRNewswire-FirstCall/ -- Flagstar Bancorp, Inc. (NYSE: FBC), announced today that Michael W. Carrie, its former Chief Financial Officer, resigned from the Boards of Directors of the Company and of Flagstar Bank, fsb., the Company's wholly owned subsidiary. The Company also announced that Mr. Carrie entered into a consulting agreement with the Company pursuant to which Mr. Carrie will continue to serve the Company in a consulting capacity through March of 2006 to assist in the transition of the successor Chief Financial Officer. The Company also announced that on June 21, 2005, the Boards of Directors of the Company and the Bank appointed Brian Tauber as an independent member of the Boards of Directors of the Company and the Bank to fill the vacancies resulting from Mr. Carrie's resignation. Mr. Tauber was selected to serve on the Audit Committee of the Company and the Bank. Since 2001, Mr. Tauber has served as Chief Executive Officer and President of Carolina Precision Plastics, LLC, an injection molder and assembler located in Asheboro, North Carolina serving the lip balm, marker/pen and cosmetics industries. Since 2003, Mr. Tauber has served as President and Chief Executive Officer of C Enterprises, L.P., a custom cable assembly manufacturer located in Vista, California serving the data and telecom industries. Mr. Tauber is also a principal of BLT Ventures, LLC, which acquires majority interests in mid-market manufacturing companies. Mr. Tauber received his Masters in Business Administration and a law degree from the University of Michigan in 1992, and his undergraduate degree from the University of Pennsylvania in 1988. Flagstar Bancorp, which has $14.3 billion in total assets, is the second largest banking institution headquartered in Michigan. Flagstar operates more than 125 banking centers in Michigan, Indiana and Georgia, home loan centers in 27 states and correspondent lending offices across the country. Flagstar is one of the nation's leading originators of residential mortgage loans. The information contained in this release is not intended as a solicitation to buy Flagstar Bancorp, Inc. stock, is provided for general information, and is not intended to predict the future earnings of Flagstar Bancorp, Inc. Additional information about Flagstar may be accessed via the Internet at http://www.flagstar.com. SOURCE Flagstar Bancorp, Inc. /CONTACT: Paul Borja, Executive Vice President/ CFO of Flagstar Bancorp, Inc., +1-248-312-2000//Web site: http://www.flagstar.com /(FBC) -----END PRIVACY-ENHANCED MESSAGE-----