0001469134-13-000086.txt : 20131122 0001469134-13-000086.hdr.sgml : 20131122 20131122161106 ACCESSION NUMBER: 0001469134-13-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131121 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131122 DATE AS OF CHANGE: 20131122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Community Financial Partners, Inc. CENTRAL INDEX KEY: 0001469134 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 204718752 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-185044 FILM NUMBER: 131238357 BUSINESS ADDRESS: STREET 1: 2801 BLACK ROAD CITY: JOLIET STATE: IL ZIP: 60435 BUSINESS PHONE: 815-725-0123 MAIL ADDRESS: STREET 1: 2801 BLACK ROAD CITY: JOLIET STATE: IL ZIP: 60435 8-K 1 form8-kpriorapprovalofdivi.htm 8-K RESCISSION OF BOARD RESOLUTION Form8-KPriorapprovalofdividends



 

 
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): November 21, 2013
 
FIRST COMMUNITY FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in its charter)
 

 
 
333-185041
 
 
 
 
333-185043
 
 
Illinois
 
333-185044
 
20-4718752
(State or other jurisdiction
of incorporation)
 
(Commission File No.)
 
(IRS Employer
Identification No.)
 

2801 Black Road, Joliet, IL
 
 
 
60435
(Address of Principal Executive Offices)
 
 
 
(Zip Code)

 
(815) 725-0123
Registrant’s telephone number, including area code
 
 
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 230.425)
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 November 22, 2013, First Community Financial Partners, Inc. (the “Company”) issued a press release announcing that the Board of Directors of the Company rescinded a board resolution dated October 19, 2011, which required the Company to obtain the written approval from the Federal Reserve Bank of Chicago prior to the declaration or payment of corporate dividends, increases in debt or the redemption of Company stock. A copy of the press release is attached to this current report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits.


Exhibit No.
 
Description

99.1
 
Press Release dated November 22, 2013







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 COMMUNITY FINANCIAL PARTNERS, INC.
 
 
 Date: November 22, 2013
/s/ Glen L. Stiteley
 
Glen L. Stiteley
 
Executive Vice President and Chief Financial Officer
 
(Principal Financial and Accounting Officer)






EXHIBIT INDEX


Exhibit No.
 
Description

99.1
 
Press Release dated November 22, 2013




EX-99.1 2 pressreleasenovember2013.htm PRESS RELEASE - RESCISSION OF BOARD RESOLUTION pressreleasenovember2013


Exhibit 99.1
News Release
Contact: Roy C. Thygesen, Chief Executive Officer
   (815) 725-0123
Source:   First Community Financial Partners, Inc.

First Community Financial Partners, Inc. Announces Rescission of Board Resolution

Joliet, Illinois, November 22, 2013 - First Community Financial Partners, Inc. (OTCBB: FCMP, “First Community” or the “Company”), the holding company for First Community Financial Bank (the “Bank”), announced today that the Board of Directors of the Company has rescinded a board resolution dated October 19, 2011, which required the Company to obtain the written approval of the Federal Reserve Bank of Chicago (the “Federal Reserve”) prior to: (1) the declaration or payment of corporate dividends; (2) any increase in debt; or (3) the redemption of Company stock. The Federal Reserve notified the Company on November 14, 2013 it had no objections to the Company rescinding the board resolution.

“This action reflects the continuing improvement in the financial condition of the Company,” said Roy C. Thygesen, Chief Executive Officer.  “The merger of our subsidiary banks and subsequent lifting of the Bank’s Memoranda of Understanding in August of this year further demonstrate the steps management has taken to improve the asset quality and efficiencies of the Company. The Board recognized this and believed the board resolution adopted on October 19, 2011 was no longer warranted.”

About First Community Financial Partners, Inc.: First Community Financial Partners, Inc., headquartered in Joliet, Illinois, is a bank holding company whose common stock trades on the OTC Bulletin Board (OTCBB: FCMP). First Community Financial Partners, Inc. has one bank subsidiary, First Community Financial Bank.

About First Community Financial Bank: First Community Financial Bank, based in Plainfield, Illinois, is a wholly owned banking subsidiary of First Community Financial Partners, Inc., with locations in Joliet, Plainfield, Homer Glen, Channahon, Naperville and Burr Ridge, Illinois. The Bank is dedicated to its founding principles by being actively involved in the communities it serves and providing exceptional personal service through experienced local professionals.
 
Special Note Concerning Forward-Looking Statements
---------------------------------------------------------------------
Any statements other than statements of historical facts, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management’s views and assumptions regarding future events and business performance. Words such as “estimate,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “target,” “project,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include the ability of First Community and its wholly owned bank subsidiary to realize the synergies from the recent merger of its non-wholly owned bank subsidiaries, as well as a number of other factors related to the businesses of First Community and its wholly owned bank subsidiary, including: risks associated with the First Community’s possible pursuit of acquisitions; economic conditions in First Community’s, and its wholly owned bank subsidiary’s service areas; system failures; losses of large customers; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; the impact of legislation and regulatory changes on the banking industry, including the implementation of the Basel III capital reforms; and liability and compliance costs regarding banking regulations. These and other risks and uncertainties are discussed in more detail in First Community’s filings with the Securities and Exchange Commission, including First Community’s Annual Report on Form 10-K filed on March 15, 2013.

Many of these risks are beyond management’s ability to control or predict. All forward-looking statements attributable to First Community, and its wholly owned bank subsidiary or persons acting on behalf of each of them are expressly qualified in their entirety by the cautionary statements and risk factors contained in this communication. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, First Community does not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.