0000939057-13-000209.txt : 20130517 0000939057-13-000209.hdr.sgml : 20130517 20130517160524 ACCESSION NUMBER: 0000939057-13-000209 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130515 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130517 DATE AS OF CHANGE: 20130517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Financial Northwest, Inc. CENTRAL INDEX KEY: 0001401564 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33652 FILM NUMBER: 13855115 BUSINESS ADDRESS: STREET 1: 201 WELLS AVENUE SOUTH CITY: RENTON STATE: WA ZIP: 98057 BUSINESS PHONE: (425) 255-4400 MAIL ADDRESS: STREET 1: 201 WELLS AVENUE SOUTH CITY: RENTON STATE: WA ZIP: 98057 8-K 1 ffnw8k513.htm FIRST FINANCIAL NORTHWEST, INC. FORM 8-K FOR THE EVENT ON 5-15-13 ffnw8k513.htm
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):  May 15, 2013

                       First Financial Northwest, Inc.                        
(Exact name of registrant as specified in its charter)

Washington
 
001-3365
 
26-0610707
State or other jurisdiction of
Incorporation
 
Commission
File Number
 
(I.R.S. Employer
Identification No.)
         
201 Wells Avenue South, Renton, Washington
 
98057
(Address of principal executive offices)
 
(Zip Code)


Registrant’s telephone number (including area code) (425) 255-4400


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.

[  ]
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 1.01 Entry into a Material Definitive Agreement

On May 15, 2013, First Financial Northwest, Inc. (the “Company”) and the Stilwell Group entered into a third amendment to the agreement through which they settled the litigation in which the Stilwell Group challenged the counting of votes in a contested director election at the Company's 2012 Annual Meeting of Shareholders.

The settlement agreement, as previously amended, requires, among other things, that all parties who received documents or other information (collectively, "documents") during the litigation that another party had designated as "confidential" must either destroy the original and all copies of those "confidential" documents or return them to the party who produced them within 60 days after the effective date of the settlement.  Because certain documents designated as "confidential" in the litigation between the Stilwell Group and the Company potentially will be relevant to litigation that the Stilwell Group has commenced against D.F. King & Company ("D.F. King"), the proxy solicitation firm that represented the Stilwell Group in connection with the contested director election at the Company's 2012 Annual Meeting of Shareholders, the Stilwell Group and the Company have agreed to extend the "return or destroy" deadline until after completion of the litigation between the Stilwell Group and D.F. King.  The third amendment is a necessary step to extend that deadline.
 
The foregoing description of the amendment to the settlement agreement does not purport to be complete and is qualified in its entirety by reference to Amendment No. 3 to the Settlement Agreement and Mutual Releases, a copy of which is furnished as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits
 
(d)           Exhibits
 
The following exhibits are being furnished herewith and this list shall constitute the exhibit index:
 
10.1           Amendment No. 3 to the Settlement Agreement and Mutual Releases



 
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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.
 
 
  FIRST FINANCIAL NORTHWEST, INC.
   
 
 
 
DATE: May 17, 2013  By:  /s/Kari A. Stenslie                                                      
 
        Kari A. Stenslie 
        Chief Financial Officer
   
 
 
 
 
 
 
 
 
 
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EX-10 2 ffnw8k513exh10-1.htm EXHIBIT 10.1 FOR THE FORM 8-K FOT THE EVENT ON 5-15-13 ffnw8k513exh10-1.htm
Exhibit 10.1
 
AMENDMENT NO. 3
 
TO THE SETTLEMENT AGREEMENT AND MUTUAL RELEASES
 
This AMENDMENT NO. 3 TO THE SETTLEMENT AGREEMENT AND MUTUAL RELEASES ("Amendment No. 3") is made and entered into, as of the date on which it is fully executed, as indicated by the signatures below, by and among the Stilwell Group (as defined in the Settlement Agreement and Mutual Releases (the "Agreement")), Spencer L. Schneider, an individual, First Financial Northwest, Inc., a Washington corporation (the "Company"), Raymond J. Riley, an individual, Carl T. Hagberg and Associates, a sole proprietorship registered in New Jersey, and Victor Karpiak, an individual (collectively, "the parties" and each a "party").
 
RECITALS
 
WHEREAS, the parties entered into the Agreement as of December 20, 2012;
 
WHEREAS, the parties entered into Amendment No. 1 to the Agreement as of January 16, 2013 ("Amendment No. 1");
 
WHEREAS, the parties entered into Amendment No. 2 to the Agreement as of February 25, 2013 ("Amendment No. 2"); and
 
WHEREAS, the parties desire to further modify the Agreement to conform the provision of the Agreement regarding the return or destruction of confidential documents and information to the provision regarding the same in the Protective Order entered on July 27, 2012 in the Litigation, as defined in the Agreement.
 
NOW, THEREFORE, in consideration of the mutual promises, representations, covenants and agreements of the parties contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which the parties hereby acknowledge, the parties hereto, intending to be legally bound, agree as follows:
 
TERMS
 
1.  
Return/Destruction of Confidential Documents and Information
In Section 6.7 of the Agreement, the phrase "within sixty (60) days of the Effective Date" is replaced with "as amended from time to time".
 
2.  
Communications
 
The parties agree that the Company will file with the U.S. Securities and Exchange Commission ("SEC") a Form 8-K announcing this Amendment No. 3, to which a copy of this Amendment No. 3 will be attached as exhibits.
 
3.  
Miscellaneous
 
 
 
 

 
(a)           This Amendment No. 3 and the Agreement (as previously modified by Amendments No. 1 and 2) shall be read together, as one document, and together constitute the entire agreement among the parties regarding its subject matter and supersede any prior oral or written agreements among them (other than the Agreement as modified by Amendments No. 1 and 2 and this Amendment No. 3) regarding the subject matter contained herein.
 
(b)           Except as specifically provided herein, all terms and conditions of the Agreement (as modified by Amendments No. 1 and 2) shall remain in full force and effect, without waiver or modification.  In the event of any inconsistencies, the terms of this Amendment No. 3 shall govern.
 
(c)           All capitalized terms used in this Amendment No. 3 and not otherwise defined herein have the same meanings as when used in the Agreement (as modified by Amendments No. 1 and 2).
 
(d)           To facilitate execution, this Amendment No. 3 may be executed in any number of counterparts (including by facsimile and email/pdf transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same Amendment No. 3 binding on all the parties, notwithstanding that not all parties are signatories to the same counterpart.
 
(e)           This Amendment No. 3 shall be governed and construed in accordance with the laws of the State of Washington, without regard to the conflict of law principles thereof.  Should any dispute arise between or among the parties regarding the interpretation or performance of this Amendment No. 3, the parties agree that such dispute shall be resolved in the Superior Court for the State of Washington in King County.
 
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 3 as of the last date shown below.
 
 
  VICTOR KARPIAK
   
  /s/Victor Karpiak                                    
  Date:  May 15, 2013                                
   
 
FIRST FINANCIAL NORTHWEST, INC.
   
  By: /s/Victor Karpiak                              
  [Print Name] /s/Victor Karpiak              
 
Title: Chief Executive Officer                   
Date:  May 15, 2013                                 
 
 
 
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RAYMOND J. RILEY
 
/s/Raymond J. Riley                                
Date:  May 16, 2015                                
 
 
 
 
 
CARL T. HAGBERG AND ASSOCIATES
 
By:/s/Carl T. Hagberg                             
[Print Name] Carl T. Hagberg                 
Title: Chairman                                           
Date:  May 16, 2015                                                                                                            
 
 
 
 
 
THE STILWELL GROUP
Joseph Stilwell;
Stilwell Value Partners II, L.P.;
Stilwell Value Partners V, L.P.;
Stilwell Value Partners VI, L.P.;
Stilwell Value Partners VII, L.P.;
Stilwell Partners, L.P.;
Stilwell Associates, L.P.;
Stilwell Associates Insurance Fund of the
      S.A.L.I. Multi-Series Fund, L.P.;
Stilwell Value LLC; and
 
Stilwell Advisers LLC
 
By: /s/Joseph Stilwell                                
[Print Name]_____________________
Title: Manager                                               
Date: May 16, 2015                                      
 
 
 
 
 
SPENCER L. SCHNEIDER
 
/s/Spencer L. Schneider                             
Date:  May 16, 2015                                     
 
 
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