Central Federal Corporation 8-K

January 19, 2006

Company:

Central Federal Corporation
2923 Smith Road
Fairlawn, Ohio 44333

Contact:

Mark S. Allio
Chairman, President and CEO

Phone:

Fax: 330.666.7959

0000950152-06-000282.txt : 20060119 0000950152-06-000282.hdr.sgml : 20060119 20060119155004 ACCESSION NUMBER: 0000950152-06-000282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060119 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060119 DATE AS OF CHANGE: 20060119 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: 06538194 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 l18042ae8vk.htm CENTRAL FEDERAL CORPORATION 8-K Central Federal Corporation 8-K

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 19, 2006

CENTRAL FEDERAL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	0-25045	34-1877137

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On January 18, 2006, Ryan Beck & Co., Inc., exercised its option to purchase an additional 300,000 shares of the Registrant’s common stock to cover over-allotments. The option was granted under the Underwriting Agreement dated January 10, 2006 by and between the Registrant and Ryan Beck & Co., Inc., a copy of which was filed with the Commission on January 13, 2006.

The Registrant’s press release announcing the underwriter’s purchase of an additional 300,000 shares of common stock is attached as exhibit 99.

Item 9.01. Exhibits

99 Press release issued dated January 19, 2006 announcing the underwriter’s purchase of an additional 300,000 shares of common stock.

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: January 19, 2006	By:	/s/ Therese Ann Liutkus

		Therese Ann Liutkus, CPA Treasurer and Chief Financial Officer

EX-99 2 l18042aexv99.htm EXHIBIT 99 PRESS RELEASE Exhibit 99

Exhibit 99

PRESS RELEASE

FOR IMMEDIATE RELEASE

Central Federal Corporation Announces Exercise of Over-Allotment Option

Fairlawn, Ohio – January 19, 2006 – Central Federal Corporation (NASDAQ: CFBK) announced today that Ryan Beck & Co., Inc., the sole underwriter of its recently completed stock offering, has exercised its option to purchase an additional 300,000 shares of the company’s common stock to cover over-allotments.

On January 11, 2006, the Company completed the sale of 2 million shares of its common stock at $7.00 per share in a firm commitment underwritten public offering. Net proceeds from the offering, including the over-allotment option, total approximately $14.5 million.

The shares were offered pursuant to a registration statement filed with the Securities and Exchange Commission effective January 10, 2006. The offering proceeds will be used to fund continued growth and expansion of the company and for general corporate purposes.

About Central Federal Corporation and CFBank

Central Federal Corporation is the holding company for CFBank, a federally chartered savings association formed in Ohio in 1892. CFBank has four full-service banking offices in Fairlawn, Calcutta, Columbus and Wellsville, Ohio and a residential mortgage loan origination office in Akron, Ohio. Additional information is available at www.CFBankOnline.com.

Statements contained in this release that are not historical fact may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The company cautions that such statements necessarily are based on certain assumptions which are subject to risks and uncertainties, including, but not limited to, changes in general economic and market conditions. Further information on these risk factors is included in the company’s filings with the Securities and Exchange Commission.