8-K

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 16, 2013

HOPFED BANCORP, INC.

(Exact name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 0-23667 (Commission File Number) 61-1322555 (I.R.S. Employer Identification No.)

4155 Lafayette Road, Hopkinsville, Kentucky 42240

(Address of Principal Executive Offices)

(270) 885-1171

Registrant’s telephone number, including area code

(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:

¨ 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

In connection with the Preferred Stock repurchase, the compensation restrictions set forth in Section 111(b) of Emergency Economic Stabilization Act of 2008 are no longer applicable. Each of the Letter Agreements entered into with the Company’s Senior Executive Officers on December 12, 2008 has been terminated.

The form of Termination of Letter Agreement with the Senior Executive Officers is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01 Other Events

On December 12, 2008, HopFed Bancorp, Inc. (“HopFed”) issued a Warrant to the United States Department of the Treasury (the “Treasury”) in connection with the sale of $18.4 million in Preferred Stock to the Treasury under its Capital Purchase (TARP) Program. As a result of two stock dividends paid since the Warrants were originally issued, the Treasury currently holds a Warrant providing it the right to purchase 253,667 shares of HopFed common stock at a price of $10.88 per share. The Warrant expires on December 18, 2018.

As previously announced on an 8-K dated December 19, 2012, HopFed repurchased all $18.4 million in Preferred Stock from the Treasury. In connection therewith, on January 10, 2013, the Treasury accepted an offer from HopFed to repurchase the Warrant for $256,257. The closing of the Warrant repurchase was completed on January 16, 2013.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 Form of Termination of Letter Agreement.

Exhibit 10.2 Warrant Repurchase Agreement, dated January 16, 2013, between the Company and the United States Department of the Treasury.

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.

	HOPFED BANCORP, INC.
Dated: January 17, 2013	By:	/s/ John E. Peck
		John E. Peck
		President and Chief Executive Officer

EX-10.1

Exhibit 10.1

January     2013

Via Hand Delivery

[Senior Executive Officer]

Dear [Senior Executive Officer],

As you are aware, HopFed Bancorp, Inc. (the “Company”) entered into a Securities Purchase Agreement with the United States Department of Treasury (the “Treasury”) on December 12, 2008 that provided for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). As a condition to the Company’s participation in the CPP, you entered into a Letter Agreement with the Company on December 12, 2008 in which you consented to amendments to certain compensation-related plans, programs and arrangements in which you participated. The amendments in your Letter Agreement restrict certain compensation payments to you from the Company and apply during the period in which any obligation arising from financial assistance provided under the CPP remains outstanding. This restricted period does not, however, include any period during which the Federal Government only holds a warrant to purchase common stock of the Company.

Effective December 19, 2012, the Company repaid the Federal Government the financial assistance it received under the CPP. At such time, the Federal Government only holds a warrant to purchase common stock of the Company. Accordingly, the limitations contained in your Letter Agreement are no longer applicable, and your Letter Agreement is hereby terminated effective as of December 19, 2012. The Company’s Board of Directors appreciates the concessions you have made and looks forward to your continued leadership during these financially turbulent times.

Yours sincerely,
HOPFED Bancorp, Inc.
By:
Name:	Thomas I. Miller
Title:	Compensation Committee Chairman

EX-10.2

Exhibit 10.2

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

January 16, 2013

Ladies and Gentlemen:

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement. Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a) The Company hereby acknowledges receipt from the Investor of the Warrant; and

(b) The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY
By:	/s/ Timothy G. Massad
Title:	Assistant Secretary for Financial Stability
HOPFED BANCORP, INC.
By:	/s/ John E. Peck
Title:	President and Chief Executive Officer

SCHEDULE A

Company Information:
Name of the Company:	HopFed Bancorp, Inc.
Corporate or other organizational form of the Company:	Corporation
Jurisdiction of organization of the Company:	Delaware
Information related to the Preferred Share Repurchase:
Date of Repurchase Letter Agreement for the repurchase of 18,400 of the Preferred Shares:	December 19, 2012
Terms of the Warrant Repurchase:
Date of Warrant Repurchase Notice:	January 3, 2013
Aggregate purchase price for the Warrant:	$256,257.00