-----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, F8HYIvC7KF3SECyFxsiE/p56NawbELqoOfu8VF8T0Ikqisht2dVxhRxfxWFVbnd9 4ggUe5IOVWnhSvc5XiLQbQ== 0001065407-08-000050.txt : 20080130 0001065407-08-000050.hdr.sgml : 20080130 20080130171442 ACCESSION NUMBER: 0001065407-08-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080124 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: 20080130 DATE AS OF CHANGE: 20080130 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: 08561841 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 form8k.htm FORM 8-K form8k.htm
 


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)
January 24, 2008
 
   
Wayne Savings Bancshares, Inc.
(Exact name of registrant as specified in its charter)
   
   
Delaware
0-23433
31-1557791
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
 
 
151 N. Market Street, Wooster, Ohio
 
44691
(Address of principal executive offices)
(Zip Code)
   
   
 
Registrant’s telephone number, including area code
(330) 264-5767
 
 
 
Not Applicable
(Former name, former address and former fiscal year, 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):
 
G
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
G
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
G
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
G
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 Officers; Election of Directors; Appointment of Principal Directors
 
(b)        The Board of Directors of Wayne Savings Bancshares, Inc. (the “Company”), at its meeting on January 24, 2008, accepted the resignation of Kenneth R. Lehman as a director of the Company and its wholly-owned subsidiary Wayne Savings Community Bank (the “Bank”). Mr. Lehman did not have any disagreements with the Company or the Bank and resigned to devote additional time to his other business interests. As previously reported, the Board accepted the resignation of Frederick J. Krum as a director of the Company and the Bank on September 27, 2007
 
(d)(1)    On January 24, 2008, the Board elected Peggy J. Schmitz and Rod C. Steiger as directors to fill the vacancies created by the resignations of Messrs. Krum and Lehman. Ms. Schmitz was appointed to the class of directors whose terms expire in 2010 and Mr. Steiger was appointed to the class of directors whose terms expire in 2009.
 
(d)(2)    There was no arrangement or understanding between Ms. Schmitz or Mr. Steiger and any other persons pursuant to which such individuals were selected as a director.
 
(d)(3)    Mr. Steiger has been named as chair of the audit committee and has been designated as the audit committee financial expert.
 
(d)(4)    None.
 
(d)(5)    None.
 
For additional information, reference is made to the Company's press release dated January 24, 2008, which is included as Exhibit 99.1 hereto and is incorporated herein by reference thereto.  The press release attached hereto is being furnished to the SEC and shall not be deemed to be "filed" for any purpose except otherwise provided herein.
 
ITEM 9.01 Financial Statements and Exhibits
   
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits.
 
  The following exhibit is filed herewith 
 
  Exhibit No.
 
Description
  99.1
 
Press Release dated January 24, 2008
 
 
 
2

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 thereunto duly authorized. 
 
 
WAYNE SAVINGS BANCSHARES, INC.
   
   
Date:  January 30, 2008
By:
/s/ H. Stewart Fitz Gibbon III
 
H. Stewart Fitz Gibbon III
 
Executive Vice President and Chief Financial Officer
 
 
 
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EXHIBIT INDEX
 
 
  Exhibit No.
 
Description
  99.1
 
Press Release dated January 24, 2008
 
 
 
4
 
EX-99.1 2 pr.htm PRESS RELEASE pr.htm
 


EXHIBIT 99.1
 
NEWS RELEASE
 
FOR RELEASE: IMMEDIATELY
 
WAYNE SAVINGS BANCSHARES, INC. ANNOUNCES CHANGES IN THE BOARD OF DIRECTORS
 
Wooster, Ohio (January 24, 2008) – Wayne Savings Bancshares, Inc. (NASDAQ:WAYN), the stock holding company parent of Wayne Savings Community Bank, announced the appointment of Peggy J. Schmitz and Rod C. Steiger as directors of both Wayne Savings Bancshares, Inc. and its wholly-owned subsidiary Wayne Savings Community Bank.  The Company also announced the resignation of Kenneth R. Lehman as a director, who is resigning to devote additional time to other business interests. 
 
Ms. Schmitz, a native of Rittman, Ohio, is a graduate of Bowling Green State University and the University of Akron School of Law.  She is a senior member of Critchfield, Critchfield and Johnston, Ltd., where she concentrates her practice in the areas of labor and employment law, higher education law, and business and commercial litigation.  Peggy is active in a variety of professional, community and church organizations, and currently serves as Chairman of the Board of Directors of the Wooster Area Chamber of Commerce.  Peggy and her husband, Mike, have two adult children.
 
Mr. Steiger, a native of Conneaut, Ohio and a US army veteran of the Vietnam Conflict, is a graduate of Kent State University with an MBA from Baldwin-Wallace College.  He is currently President and Chief Executive Officer and a board member of the Orrville Hospital Foundation that operates Dunlap Community Hospital in Orrville, Ohio.  Prior to joining Dunlap, he spent many years in banking including as President and CEO of The Savings Bank and Trust Company, and served on the hospital board of directors prior to joining the hospital.  Mr. Steiger is active in the community, serving on the Board of Trustees for the Orrville Public Library, member of the Orrville Rotary Club, member of the American Heart Association Wayne County Heart Walk Steering Committee, member of the finance committee at Trinity United Methodist Church, and past Chairman and Board Member of both Goodwill Industries of Wayne and Holmes Counties, and the Orrville Area United Way.  Rod and his wife, Gail, have two adult children.
 
Russell L. Harpster, Chairman of the Board of Wayne Savings Bancshares, Inc. commented that “the board is most appreciative of Ken Lehman’s contributions to Wayne Savings over the past five years.  We wish him every success in the future.  We welcome Peggy Schmitz and Rod Steiger to the board and look forward to the contributions that each will make from their significant professional and community perspectives.” 
 
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
Executive Vice President 
Chief Financial Officer
(330) 264-5767 
 
 
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