8-K 1 l08108ae8vk.txt CENTRAL FEDERAL CORPORATION 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 10, 2004 CENTRAL FEDERAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-25045 34-1877137 -------- ------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification Number) 601 Main Street, Wellsville, Ohio 42968 (330) 532-1517 --------------------------------- ----- -------------- (Address of principal executive offices) (Zip Code) (Registrant's Telephone Number) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 10, 2004, the registrant entered into a definitive agreement to acquire RJO Financial Services, Inc., d/b/a Reserve Mortgage Services, an Akron, Ohio based company licensed as a mortgage banker in Ohio, Florida and Georgia. The registrant will purchase all the outstanding common stock of RJO Financial Services, Inc., founded by Richard J. O'Donnell, for 153,846 newly issued shares of Central Federal Corporation Common Stock. Based on the $13.31 closing price of Central Federal Corporation Common Stock on June 10, 2004, the date of the announcement, the value of the acquisition was approximately $2.0 million. A copy of the press release issued on June 10, 2004 is included as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of businesses acquired (b) Pro forma financial information Financial statements required by sections 7(a) and 7(b) will be provided by an amendment to this Form 8-K that will be filed within 60 days of the required filing date of this Form 8-K, pursuant to Item 7(a)(4). (c) Exhibits 99.1 Press release issued on June 10, 2004 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. Central Federal Corporation Date: June 16, 2004 By: /s/ Therese Ann Liutkus ---------------------------------- Therese Ann Liutkus, CPA Chief Financial Officer