0001193125-11-090248.txt : 20110406 0001193125-11-090248.hdr.sgml : 20110406 20110406163944 ACCESSION NUMBER: 0001193125-11-090248 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110406 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: 20110406 DATE AS OF CHANGE: 20110406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BankFinancial CORP CENTRAL INDEX KEY: 0001303942 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 FISCAL YEAR END: 1206 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51331 FILM NUMBER: 11743557 BUSINESS ADDRESS: STREET 1: 15W060 NORTH FRONTAGE ROAD CITY: BURR RIDGE STATE: IL ZIP: 60527 BUSINESS PHONE: (800) 894-6900 MAIL ADDRESS: STREET 1: 15W060 NORTH FRONTAGE ROAD CITY: BURR RIDGE STATE: IL ZIP: 60527 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): April 6, 2011

 

 

BANKFINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   0-51331   75-3199276

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File No.)

  

(I.R.S. Employer

Identification No.)

15W060 North Frontage Road, Burr Ridge, Illinois   60527
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (800) 894-6900

Not Applicable

(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):

 

¨ 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 April 5, 2011, the Board of Directors of BankFinancial Corporation (the “Company”) approved the extension of the terms of the Employment Period in the Company’s existing Employment Agreements with Named Executive Officers (as defined by Item 402(a)(3) of Securities and Exchange Commission Regulation S-K) F. Morgan Gasior, Paul A. Cloutier and James J. Brennan to March 31, 2014. Prior to the extensions, the terms of the Employment Periods would have expired on March 31, 2013. The Employment Agreements between Company and these individuals were filed as Exhibits 10.1 through 10.3 to the Report on Form 8-K of the Company filed with the Securities and Exchange Commission on October 20, 2008. On the same date, the Board of Directors of the Company’s principal subsidiary, BankFinancial, F.S.B. (the “Bank”), approved the extension of the terms of the Employment Period in the Bank’s existing Amended and Restated Employment Agreements with Messrs. Gasior, Cloutier, Brennan and Ms. Christa N. Calabrese to March 31, 2014. Prior to the extensions, the terms of the Employment Periods would have expired on March 31, 2013. The foregoing Amended and Restated Employment Agreements were filed as Exhibits 10.1 through 10.3 and 10.5 to the Report on Form 8-K of the Company filed with the Securities and Exchange Commission on May 9, 2008. On the same date, the Board of Directors of the Bank also approved the extension of the terms of the Employment Period in the Bank’s existing Amended and Restated Employment Agreement with Mr. Gregg T. Adams to March 31, 2013. Prior to the extension, the terms of the Employment Period would have expired on March 31, 2012. The foregoing Amended and Restated Employment Agreement was filed as Exhibit 10.30 to the Report on Form 10-K/A of the Company filed with the Securities and Exchange Commission on April 30, 2010.

The forms of the “Extension of Term of Employment Period” that will be used to implement these actions is attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Not Applicable.

 

  (b) Not Applicable.

 

  (c) Not Applicable.

 

  (d) Exhibits.

 

Exhibit No.

   

Description

10.1    BankFinancial Corporation Form of Extension of Term of Employment Period
10.2    BankFinancial F.S.B. Form of Extension of Term of Employment Period

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.

 

  BANKFINANCIAL CORPORATION
Dated: April 6, 2011   By:  

/s/ F. Morgan Gasior

    F. Morgan Gasior
    Chairman of the Board and
    Chief Executive Officer
 EX-10.1 2 dex101.htm BANKFINANCIAL CORPORATION FORM OF EXTENSION BankFinancial Corporation Form of Extension

Exhibit 10.1

FORM OF EXTENSION OF TERM

OF EMPLOYMENT PERIOD

MEMORANDUM

 

To:  

 

From:   Patricia Smith Lawler,
  EVP/Human Resources Division
Re:   Extension of Employment Period
Date:   April     , 2011

The Board of Directors of BankFinancial Corporation (the “Company”) and its Human Resources Committee have completed their annual review of your Employment Agreement with the Company dated                     , and have determined to offer to amend your Employment Agreement to extend the term of the “Employment Period” as referenced in Section 2(a) of your Employment Agreement to                     .

If you are agreeable to amending your Employment Agreement to extend the term of the Employment Period as provided above, please sign and date this document in the space indicated below and return it to me by no later than                     .

If you do not sign and return this document to me by such date, the term of your Employment Period and the Anniversary Date applicable to your Employment Agreement will remain unchanged.

 

Name:  

 

Signature:  

 

Date:  

 

 EX-10.2 3 dex102.htm BANKFINANCIAL F.S.B. FORM OF EXTENSION BankFinancial F.S.B. Form of Extension

Exhibit 10.2

FORM OF EXTENSION OF TERM

OF EMPLOYMENT PERIOD

MEMORANDUM

 

To:  

 

From:   Patricia Smith Lawler,
  EVP/Human Resources Division
Re:   Extension of Employment Period
Date:   April     , 2011

The Board of Directors of BankFinancial, F.S.B. (the “Bank”) and its Human Resources Committee have completed their annual review of your Employment Agreement with the Bank dated                     , and have determined to offer to amend your Employment Agreement to extend the term of the “Employment Period” as referenced in Section 2(a) of your Employment Agreement to                     .

If you are agreeable to amending your Employment Agreement to extend the term of the Employment Period as provided above, please sign and date this document in the space indicated below and return it to me by no later than                     .

If you do not sign and return this document to me by such date, the term of your Employment Period and the Anniversary Date applicable to your Employment Agreement will remain unchanged.

 

Name:  

 

Signature:  

 

Date: