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): December 19, 2012

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)	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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

On December 20, 2012, the Company issued a press release announcing the election of Edward W. Cochran as a director of Central Federal Corporation and CFBank effective December 19, 2012. A copy of the press release is included as Exhibit 99 to this report.

There was no arrangement or understanding between Mr. Cochran and any other persons pursuant to which Mr. Cochran was selected as a director. Mr. Cochran was appointed to the Audit Committee and Proxy and Stock Option Plan Committee of the Board of Directors.

In connection with the Company’s registered public stock offering which was completed in August 2012, Mr. Cochran purchased 1,066,667 shares at $1.50 per share.

There are no material plans, contracts or arrangements (whether or not written) to which Mr. Cochran is a party or in which he participates requiring disclosure under this item.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99 Press release issued December 20, 2012

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 21, 2012	By:	/s/ Therese Ann Liutkus
		Therese Ann Liutkus, CPA
		Treasurer and Chief Financial Officer

EX-99

Exhibit 99

PRESS RELEASE

For Immediate Release	December 20, 2012
For Further Information:	Tim O’Dell, CEO
	Phone: 330.576.1900
	Fax: 330.666.7959

CENTRAL FEDERAL CORPORATION ANNOUNCES APPOINTMENT OF NEW DIRECTOR

Fairlawn, Ohio – December 20, 2012 – Central Federal Corporation (Nasdaq: CFBK), the parent company of CFBank, today announced the appointment of Edward W. Cochran as a director of the Company and CFBank.

Mr. Cochran has been engaged in the practice of law for over 30 years since graduating from Columbia University Law School in 1975. He is also a graduate of Harvard University, where he was a Harvard National Scholar. Mr. Cochran is admitted to practice before the United States Supreme Court, as well as the courts of Ohio, the U.S. District Court for the Northern District of Ohio, and the United States Circuit Courts of Appeal for the Second, Third, Sixth, Seventh and Ninth Circuits. In addition, Ed is involved in various business interests and is a successful investor.

Bob Hoeweler, Chairman of the Board, commented, “We welcome Ed to the Board and look forward to working with him. Ed’s skills and experience augment those of the current Board members. Additionally, Ed was extremely instrumental and supportive during our recent successful capital raise.”

Tim O’Dell, CEO, added, “We are excited to have Ed Cochran join the Board of CFBank and Central Federal Corporation. Ed has deep business experience and is well connected to the local business community. Serving small to mid-sized businesses along with the executives and entrepreneurs who own and run them is the key focus of CF Bank. Ed’s business background and business connections will enable him to be a strong contributor in helping us to ensure the success and growth of CFBank.”

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 is a full service business bank, along with being an active residential mortgage lender, in addition to providing consumer deposit and loan products and services. We serve the NE and Central Ohio markets through our offices in Fairlawn and Worthington, Ohio. In addition, we have full service banking offices in Calcutta and Wellsville, Ohio, which are located in what is considered the Utica Shale investment corridor. Additional information about CFBank’s banking services and the Company is available at www.CFBankOnline.com.

Forward-Looking Information

Statements in this release that are not statements of historical fact are forward-looking statements. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. The Company believes it has chosen these assumptions or bases in good faith and that they are reasonable. We caution you, however, that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. The forward-looking statements included in this release speak only as of the date they are made. We undertake no obligation to publicly release revisions to any forward-looking statements to reflect events or circumstances after the date of such statements, except to the extent required by law.