-----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, RDBPEhIjSYPVacCz7mTy5JJeH967KO25EVUvWV0QAv7FyLQI8tkmKQ2jh+cO3+gW 83D4vzS/3HNwkEGzuK5eew== 0000950123-09-019998.txt : 20090702 0000950123-09-019998.hdr.sgml : 20090702 20090702162353 ACCESSION NUMBER: 0000950123-09-019998 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090625 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090702 DATE AS OF CHANGE: 20090702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS FIRST BANCORP INC CENTRAL INDEX KEY: 0001127442 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 383573582 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32041 FILM NUMBER: 09927799 BUSINESS ADDRESS: STREET 1: 525 WATER ST CITY: PORT HURON STATE: MI ZIP: 48060 BUSINESS PHONE: 8109878300 MAIL ADDRESS: STREET 1: 525 WATER ST CITY: PORT HURON STATE: MI ZIP: 48060 8-K 1 k48060e8vk.htm FORM 8-K e8vk
 
 
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 25, 2009
CITIZENS FIRST BANCORP, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   0-32041   38-3573852
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
525 Water Street, Port Huron, Michigan   48060
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (810) 987-8300
(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 (see General Instruction A.2. below):
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 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     Effective June 25, 2009, the Board of Directors of Citizens First Bancorp, Inc. (the “Company”), the parent holding company of CF Bancorp (the “Bank”), implemented a restructuring within the management teams of the Company and the Bank. Pursuant to that restructuring, the following appointments were confirmed by the Company’s Board of Directors:
     Timothy J. Blazejewski, age 45, has been appointed Chief Investment Officer for the Bank. In addition to his investment responsibilities, Mr. Blazejewski is responsible, subject to the direct supervision by the Chief Financial Officer, for Company’s SEC reporting on forms 10-K and 10-Q. Mr. Blazejewski will continue to sit on the Asset and Liability Committee, and is responsible for the risk management functions related to ALCO/Market. Mr. Blazejewski joined the Company on April 14, 2008, with over 19 years of management experience in the financial institutions industry. He served as Chief Investment Officer for Republic Bancorp Inc. from 1995 until its acquisition by Citizens Banking Corp. in 2007. In that capacity, Mr. Blazejewski researched, analyzed and consulted with executive management on fixed income investments and other earning asset and interest bearing liability needs. He negotiated, contracted and oversaw portfolio loan sales in order to mitigate interest rate risk and credit risk inherent in the financial statements. He also carried out management responsibility for Republic’s ongoing stock repurchase program. After the acquisition of Republic in 2007, Mr. Blazejewski served as Chief Financial Officer of HomeBanc, a nationally chartered, full service, de novo, commercial bank, from September of 2007 until joining the Company in April of 2008. As Chief Investment Officer, Mr. Blazejewski will continue to be employed by the Company on an “at-will” basis. His current employment arrangement includes an annual base salary of $105,000.00, and he is eligible to participate in the cash incentive award program, which provides for discretionary cash bonuses based upon the achievement of individual goals, department goals and the overall performance of the Company. Mr. Blazejewski has an option award, subject to certain vesting provisions, for the purchase of 3,000 shares of common stock under the Company’s Stock Based Incentive Plan. .
     Richard Miller, age 50, who joined the Company in 2008, has been appointed Chief Accounting Officer for the Bank. As Chief Accounting Officer, Mr. Miller’s responsibilities include management of accruals of revenue and expenses, management of treasury related activities, analysis of liquidity, and assigned investment activities. Mr. Miller has over 29 years of experience in the financial institutions industry. From 2005 until 2008 he served as Chief Financial Officer for Bank of Birmingham. Prior to that, he served for four years as a consultant with Plante & Moran, PLLC in their Financial Institutions group. He also served for three years as President at Community Central Bank; and for ten years as Corporate Treasurer and then Chief Financial Officer at First National Bank until its acquisition in 1995. As Chief Accounting Officer, Mr. Miller will continue to be employed by the Company on an “at-will” basis. His current employment arrangement includes an annual base salary of $92,000.00, and he is eligible to participate in the cash incentive award program, which provides for discretionary cash bonuses based upon the achievement of individual goals, department goals and the overall performance of the Company.

 


 

     In addition to the above appointments, the Board of Directors approved the creation of the positions of Internal Auditor (to replace the existing Internal Audit Coordinator position) and Chief Credit Officer. The Board of Directors also expanded the duties of the Bank’s Compliance Officer to include responsibility for risk management issues as they relate to compliance matters. The Board of Directors also appointed the Company’s entire Board as voting members of the Company’s Risk Management Committee, and appointed certain officers of the Company as non-voting members of that committee.
     A press release announcing the restructuring and the appointments is furnished herewith as Exhibit No. 99.
Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
     
Exhibit    
Number   Exhibit Description
 
   
99
  Press Release dated July 2, 2009
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 thereunto duly authorized
         
  CITIZENS FIRST BANCORP, INC.

 
 
Date: July 2, 2009   
 
 
  By:   /s/ Marshall J. Campbell    
    Marshall J. Campbell   
    Chairman, President and Chief Executive Officer   

 


 

         
EXHIBIT INDEX
     
Exhibit    
Number   Exhibit Description
 
   
99
  Press Release dated July 2, 2009

 

EX-99 2 k48060exv99.htm EX-99 exv99
EXHIBIT 99
NEWS RELEASE
     
From:
  Citizens First Bancorp, Inc.
Contact:
  Marshall J. Campbell
 
  Chairman, President and CEO
Corporate Office:
  525 Water Street
 
  Port Huron, MI 48060
Telephone:
  (810) 987-8300
Citizens First Bancorp, Inc. Announces Risk Management
and Financial Reporting Restructuring
FOR IMMEDIATE RELEASE:
     PORT HURON, MICHIGAN, JULY 2, 2009. Citizens First Bancorp, Inc. (“Company”) (NASDAQ:CTZN), the holding company for CF Bancorp, a Michigan savings bank (the “Bank”) today announced a restructuring within its management. “This restructuring is designed to strengthen the Company’s risk management function, as well as our internal control over financial reporting,” said Marshall J. Campbell, the Company’s Chief Executive Officer.
     The following appointments have been confirmed by the board of directors:
     Timothy G. Blazejewski, CPA, age 45, was appointed Chief Investment Officer for the Bank on June 25, 2009. In addition to his investment responsibilities, Mr. Blazejewski will be responsible, subject to the direct supervision by the Chief Financial Officer, for the Company’s SEC reporting on forms 10-K and 10-Q. Mr. Blazejewski will continue to sit on the Asset and Liability Committee, and will be responsible for the risk management functions related to ALCO/Market. Mr. Blazejewski joined the Company on April 14, 2008, with over 19 years of management experience in the financial institutions industry. He served as Chief Investment Officer for Republic Bancorp Inc. from 1995 until soon after its acquisition by Citizens Banking Corp., in 2007. In that capacity, Mr. Blazejewski researched, analyzed and consulted with executive management on fixed income investments and other earning asset and interest bearing liability needs. He was responsible for proposing and executing fixed income investment transactions within the bank affiliate’s $1.2 billion investment portfolio. He negotiated, contracted and oversaw portfolio loan sales in order to mitigate interest rate risk and credit risk inherent in the financial statements. He also carried out management responsibility for Republic’s ongoing stock repurchase program. Mr. Blazejewski also served in the roles of Internal Audit Manager, Assistant Controller and Corporate Controller for Republic Bancorp Inc. over the period from 1988 to 1995. After the acquisition of Republic, by Citizens Banking Corp., Mr. Blazejewski served as Chief Financial Officer of HomeBanc, a nationally chartered, full service, de novo, commercial bank, from September of 2007 until joining the Company in April of 2008.
     Richard Miller, age 50, joined the Company in 2008, and was appointed Chief Accounting Officer for the Bank on June 25, 2009. As Chief Accounting Officer for the Company, Mr. Miller’s responsibilities will include management of Company’s accruals of

 


 

EXHIBIT 99
revenue and expenses, management of treasury related activities and analysis of the Company’s liquidity. Mr. Miller has over 29 years of experience in the financial institutions industry. From 2005 until 2008 he served as chief financial officer for Bank of Birmingham. Prior to that he served for four years as a consultant with Plante & Moran, PLLC in their Financial Institutions group. He also served for three years as President at Community Central Bank; and for ten years as corporate treasurer and chief financial officer at First National Bank until its acquisition in 1995.
     In addition to the above appointments, the board of directors approved the creation of the position of Internal Auditor (to replace the existing Internal Audit Coordinator position) and named Darryl Renaud as Chief Credit Officer. The board of directors also expanded the duties of the Bank’s Compliance Officer to include responsibility for risk management issues as they relate to compliance matters.
     The board of directors also appointed the Company’s entire board of directors as the voting members of the Company’s Risk Management Committee, and appointed the following members of management as non-voting members of that committee:
         
 
  Timothy D. Regan   Chief Financial Officer
 
  Timothy G. Blazejewski   Chief Investment Officer (Risk Management/ALCO/Market)
 
  David Speilburg   Compliance Officer (Risk Management/Compliance)
 
  Darryl Renaud   Chief Credit Officer(Risk Management/Lending)
As Chief Executive Officer, Mr. Campbell was also authorized to appoint additional non-voting members of the Committee including a member to address operational risk management.
* * * *
About Citizens First Bancorp, Inc.
     CF Bancorp is a wholly owned subsidiary of Citizens First Bancorp, Inc. (NASDAQ: CTZN), a thrift holding company headquartered in Port Huron, Michigan. Founded in 1938, CF Bancorp is one of the largest community banks in southeast Michigan with 24 Banking Centers, 34 ATMs, and more than $1.9 billion in assets. CF Bancorp is a full-service bank offering a complete range of consumer and business banking products designed to achieve its customers’ financial goals.

 

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