-----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, WdDqujD4dir4dH/BMDsexEbGODPRDBDHDbsmCl8fhbJ2OfnypeF3UC7zOLd7OcgH mPoodUbZRIIzWVucYbWOFw== 0000950152-04-009018.txt : 20041217 0000950152-04-009018.hdr.sgml : 20041217 20041217131951 ACCESSION NUMBER: 0000950152-04-009018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041217 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041217 DATE AS OF CHANGE: 20041217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL FEDERAL CORP CENTRAL INDEX KEY: 0001070680 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341877137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25045 FILM NUMBER: 041210700 BUSINESS ADDRESS: STREET 1: C/O CENTRAL FEDERAL BANK STREET 2: 601 MAIN ST CITY: WELLSVILLE STATE: OH ZIP: 43968 BUSINESS PHONE: 3305321517 MAIL ADDRESS: STREET 1: C/O CENTRAL FEDERAL BANK STREET 2: 601 MAIN ST CITY: WELLSVILLE STATE: OH ZIP: 43968 FORMER COMPANY: FORMER CONFORMED NAME: GRAND CENTRAL FINANCIAL CORP DATE OF NAME CHANGE: 19980918 8-K 1 l11101ae8vk.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): December 17, 2004 CENTRAL FEDERAL CORPORATION --------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25045 34-1877137 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 2923 Smith Road, Fairlawn, Ohio 44333 (330) 666-7979 ------------------------------- ----- -------------- (Address of principal executive offices) (Zip Code) (Registrant's Telephone Number) ------------------------------------------------ (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. APPOINTMENT OF PRINCIPAL OFFICERS; DEPARTURE OF PRINCIPAL OFFICERS On December 17, 2004, the registrant issued a press release announcing that Mark S. Allio had been named Vice Chairman, President and CEO of Central Federal Corporation and Vice Chairman and CEO of CFBank effective February 1, 2005. Refer to a copy of the press release, included as Exhibit 99.1 to this Current Report on Form 8-K for information regarding Mr. Allio's business experience. Mr. Allio does not hold directorships in any other reporting companies nor does he have any family relationships with other directors or executive officers of the Company. During the last two years, neither Mr. Allio nor any member of his immediate family has had, or is to have any direct or indirect material interest in any transactions or proposed transactions with the Company. David C. Vernon, current Chairman, President and CEO of Central Federal Corporation and Chairman and CEO of CFBank, will remain Chairman of the Board of the Corporation and CFBank for another year, until December 31, 2005, at which time he will become Vice Chairman of the Corporation and Bank, and Mr. Allio will assume the position of Chairman. Mr. Vernon will remain Vice Chairman until his expected retirement date in February 2008. At that time Mr. Vernon will be named Chairman Emeritus and remain a Director of the Corporation and CFBank. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 8.01. OTHER EVENTS On December 17, 2004, the registrant issued a press release announcing that its Board of Directors declared a cash dividend of 9 cents per share on its common stock to be paid on January 14, 2005 to shareholders of record on January 3, 2005. A copy of the press release is included as Exhibit 99.2 to this Current Report on Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press release issued on December 17, 2004 announcing change in principal officers 99.2 Press release issued on December 17, 2004 announcing dividends 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: December 17, 2004 By: /s/ Therese Ann Liutkus ---------------------------- Therese Ann Liutkus, CPA Treasurer and Chief Financial Officer EX-99.1 2 l11101aexv99w1.txt EXHIBIT 99.1 - PRESS RELEASE ANNOUNCING CHANGE IN OFFICERS EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE DATE: December 17, 2004 COMPANY: Central Federal Corporation and CFBank 2923 Smith Road Fairlawn, Ohio 44333 CONTACT: David C. Vernon Chairman, President and CEO PHONE: 330.666.7979 Fax: 330.666.7959 MARK S. ALLIO NAMED VICE CHAIRMAN, PRESIDENT AND CEO OF CENTRAL FEDERAL CORPORATION AND VICE CHAIRMAN AND CEO OF CFBANK. Fairlawn, Ohio - December 17, 2004 - Central Federal Corporation (Nasdaq: GCFC) announced that Mark S. Allio has been named Vice Chairman, President and CEO of Central Federal Corporation and Vice Chairman and CEO of CFBank effective February 1, 2005. David C. Vernon, current Chairman, President and CEO of Central Federal Corporation and Chairman and CEO of CFBank, will remain Chairman of the Board of the Corporation and CFBank for another year, until December 31, 2005, at which time he will become Vice Chairman of the Corporation and Bank, and Mr. Allio will assume the position of Chairman. Mr. Vernon will remain Vice Chairman until his expected retirement date in February 2008. At that time Mr. Vernon will be named Chairman Emeritus and remain a Director of the Corporation and CFBank. "This is a significant step in strengthening the management of Central Federal Corporation and CFBank. It is rare for a company our size to be able to attract the management talent we have been able to bring to this Company, and adding Mr. Allio to the management team brings us to the launch point as we complete the process of positioning Central Federal Corporation and CFBank for growth and increased profitability," said David C. Vernon. "I have wanted to be part of this effort since the day Dave Vernon and I first met. It was obvious from the beginning that we shared a vision about the kind of outstanding financial services company we wanted to build together," added Allio. Akron business leader William Downing, who is a Director for both Central Federal Corporation and CFBank, stated, "The employees of CFBank and the communities served by the Bank are indebted to Dave Vernon for his service-oriented approach to the banking business. We are fortunate that Dave will remain with the Corporation and the Bank in a capacity that will insure the same high level of personal service will continue and to foster a seamless transition to the next generation of management." ABOUT MARK S. ALLIO Mr. Allio is an Akron native who attended Hoban High School and Baldwin Wallace College. He worked in public accounting with the firms of Arthur Andersen and KPMG for 12 years. His focus was in tax law and planning. In 1988 he joined Third Federal Savings, in Cleveland, Ohio as their chief financial officer and worked with a team to grow the business from $1.5 billion to $8.5 billion in assets, becoming the largest federal mutual savings and loan in the country and the largest residential lender in Cuyahoga, Summit, Franklin and Hamilton Counties in Ohio. In 2000, he was promoted to President of Third Federal's holding company and assisted in the growth of additional investments and business activities. Mr. Allio left Third Federal in 2002 to pursue an opportunity to obtain a charter and build a bank for Quicken Loans in Livonia, Michigan. Mr. Allio joined the board of CFBank in June of 2003 and will begin his management duties on February 1, 2005. Mr. Allio resides in Bath, Ohio with his wife, Michele. Mark and Michele have three children. They are members of St Hilary's Church and support many non-profit organizations focusing on housing, hunger centers, elderly housing and education. ABOUT CENTRAL FEDERAL CORPORATION AND CFBANK Central Federal Corporation (Nasdaq: GCFC), the holding company for CFBank, was organized as a Delaware corporation in September 1998 in connection with the bank's conversion from a mutual to stock organization, which was completed on December 30, 1998. CFBank is a community-oriented financial services company founded in 1892. Its home office is in Fairlawn, Ohio. It operates two additional offices in Columbiana County, Ohio, and one in Columbus, Ohio. Reserve Mortgage Services, Inc., an Ohio corporation, became a wholly owned subsidiary of CFBank in October 2004. This release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend these forward-looking statements to be subject to the safe harbor created by that provision. These forward-looking statements involve risks and uncertainties and include, but are not limited to, statements regarding future events and our plans, goals and objectives. Our actual results may differ materially from these statements. Although we believe the assumptions underlying the assumptions are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurances that the results contemplated in these forward-looking statements will be realized. The inclusion of this forward-looking information should not be regarded as a representation by our company or by any person that the future events, plans or expectations contemplated by our company will be chieved. Furthermore, past performance in operations and share price is not necessarily predictive of future performance. EX-99.2 3 l11101aexv99w2.txt EXHIBIT 99.2 - PRESS RELEASE ANNOUNCING DIVIDENDS EXHIBIT 99.2 PRESS RELEASE FOR IMMEDIATE RELEASE DATE: December 17, 2004 COMPANY: Central Federal Corporation 2923 Smith Road Fairlawn, Ohio 44333 CONTACT: David C. Vernon Chairman, President and CEO PHONE: 330.666.7979 FAX: 330.666.7959 Fairlawn, Ohio - December 17, 2004 - Central Federal Corporation (Nasdaq: GCFC) announced today that its Board of Directors declared a cash dividend of 9 cents per share on its common stock to be paid on January 14, 2005 to shareholders of record on January 3, 2005. ABOUT CENTRAL FEDERAL CORPORATION AND CFBANK Central Federal Corporation (Nasdaq: GCFC), the holding company for CFBank, was organized as a Delaware corporation in September 1998 in connection with the bank's conversion from a mutual to stock organization, which was completed on December 30, 1998. CFBank is a community-oriented financial services company founded in 1892. Its home office is in Fairlawn, Ohio. It operates two additional offices in Columbiana County, Ohio, and one in Columbus, Ohio. Reserve Mortgage Services, Inc., an Ohio corporation, became a wholly owned subsidiary of CFBank in October 2004. This release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend these forward-looking statements to be subject to the safe harbor created by that provision. These forward-looking statements involve risks and uncertainties and include, but are not limited to, statements regarding future events and our plans, goals and objectives. Our actual results may differ materially from these statements. Although we believe the assumptions underlying the assumptions are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurances that the results contemplated in these forward-looking statements will be realized. The inclusion of this forward-looking information should not be regarded as a representation by our company or by any person that the future events, plans or expectations contemplated by our company will be achieved. Furthermore, past performance in operations and share price is not necessarily predictive of future performance. -----END PRIVACY-ENHANCED MESSAGE-----