-----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, N0SU1tbLwpQBu7zb8V0Opru41rOw88TrBi/SeWa0pAZxxIROvitEMAQ8UMSF2E1k kt//WzeqeGqeBYz/QBiqJg== 0000914317-05-003559.txt : 20051123 0000914317-05-003559.hdr.sgml : 20051123 20051123131010 ACCESSION NUMBER: 0000914317-05-003559 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051123 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: 20051123 DATE AS OF CHANGE: 20051123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WAYNE SAVINGS BANCSHARES INC /DE/ CENTRAL INDEX KEY: 0001036030 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 311557791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23433 FILM NUMBER: 051223965 BUSINESS ADDRESS: STREET 1: 151 N MARKET ST CITY: WOOSTER STATE: OH ZIP: 44691-4809 BUSINESS PHONE: 3302645767 MAIL ADDRESS: STREET 1: 151 N MARKET ST CITY: WOOSTER STATE: OH ZIP: 44691-4809 FORMER COMPANY: FORMER CONFORMED NAME: WAYNE SAVINGS BANKSHARES INC DATE OF NAME CHANGE: 19970319 8-K 1 wayne8k.txt 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): November 23, 2005 WAYNE SAVINGS BANCSHARES, INC. (Exact name of registrant as specified in its charter) Delaware 0-23433 31-1557791 - ----------------- ------------------- -------------------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification No.) incorporation) 151 N. Market St., Wooster, Ohio 44691 - -------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (330) 264-5767 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 Principal Offices; Election of Directors; ------------------------------------------------------------------- Appointment of Principal Officers --------------------------------- On November 23, 2005, Wayne Savings Bancshares, Inc., (the "Company") issued a press release announcing changes in management and an estimated financial effect for the quarter ending December 31, 2005 due to the unexpected death of Chairman, President and Chief Executive Officer Charles F. Finn and the retirement of Executive Vice President and Chief Operating Officer Wanda Christopher-Finn. A copy of the press release, dated November 23, 2005, is attached as Exhibit 99 to this report. The press release is being furnished to the SEC and shall not be deemed to be "filed" for any purpose. The Board of Directors of the Company, at its meeting on November 22, 2005, appointed Phillip E. Becker as President, Chief Executive Officer and Director of the Company and its wholly-owned subsidiary, Wayne Savings Community Bank (the "Bank"). The Company did not appoint a new Executive Vice President and Chief Operating Officer. Mr. Becker, who is 61 years old, served as Executive Vice President and Chief Lending Officer of the Bank between January 2005 and his appointment as President and Chief Executive Officer. Prior to joining the Bank, Mr. Becker was Vice President of Wayne County National Bank, Wooster, Ohio, from August 1999 to December 2004. Mr. Becker is not related to any director or other executive officer of the Company or the Bank by blood, marriage or adoption. Mr. Becker has not been a party to any transaction with the Company in which the amount exceeds $60,000 and in which he had a direct or indirect material interest. Mr. Becker has an employment agreement with the Bank which provides for a term of 24 months. On each anniversary date, the agreement may be extended for an additional 12 months. The agreement provides for termination by the Bank for cause at any time. In addition, under the agreement, Mr. Becker is entitled to severance in an amount equal to two times his highest annual base salary and bonus under certain circumstances set forth in the agreement. Item 9.01 Financial Statements and Exhibits --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99 Press release, dated November 23, 2005 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. WAYNE SAVINGS BANCSHARES, INC. DATE: November 23, 2005 By: /s/ H. Stewart Fitz Gibbon III ------------------------------ H. Stewart Fitz Gibbon III Senior Vice President Chief Financial Officer EX-99 2 ex99.txt EXHIBIT 99 NEWS RELEASE FOR RELEASE: IMMEDIATELY WAYNE SAVINGS BANCSHARES, INC. ANNOUNCES CHANGES IN SENIOR MANAGEMENT Wooster, Ohio (November 23, 2005) - Wayne Savings Bancshares, Inc. (NASDAQ:WAYN), the stock holding company parent of Wayne Savings Community Bank, announced the unexpected death of Charles F. Finn, the Company's Chairman of the Board, President and Chief Executive Officer. The Company had recently disclosed Mr. Finn's illness, which prevented Mr. Finn from serving in such capacities since October 2005. As a result of this untimely event, the Board of Directors, at its meeting on November 22, 2005, appointed Russell L. Harpster, as Chairman of the Board of the Company and the Bank, and Phillip E. Becker, as President, Chief Executive Officer and Director of the Company and the Bank. The Company also announced that Ms. Wanda Christopher-Finn, the spouse of Mr. Finn, has opted to retire as the Company's Executive Vice President and Chief Operating Officer, effective February 3, 2006. Mr. Becker stated that "Mr. Finn had served as President and Chief Executive Officer of the Bank since 1984 and was employed by the Bank in a variety of positions for over 41 years. Ms. Christopher-Finn has served the Bank in a variety of positions for over 33 years. Clearly, Mr. Finn's and Ms. Christopher-Finn's presence and guidance will be missed at the Bank. However, their extensive contributions to our Bank have laid the foundation for our continued growth and prosperity in Wayne and surrounding counties. Nevertheless, it is a sad time for all of us here at Wayne Savings Community Bank." In connection with Mr. Finn's death and Ms. Christopher-Finn's retirement, the Company will incur incremental, and non-recurring net compensation and retirement costs of approximately $225,000 for the quarter ending December 31, 2005. Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc., has eleven full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, and Creston, Ohio. Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. Factors which could result in material variations include, but are not limited to, changes in interest rates which could affect net interest margins and net interest income, competitive factors which could affect net interest income and noninterest income, changes in demand for loans, deposits and other financial services in the Company's market area; changes in asset quality, general economic conditions as well as other factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. CONTACT PERSON: H. STEWART FITZ GIBBON III SVP/CFO (330) 264-5767 -----END PRIVACY-ENHANCED MESSAGE-----