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): March 20, 2018
SUNNYSIDE BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 000-55005 | 46-3001280 | ||
(State
or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S.
Employer Identification No.) |
| 56 Main Street, Irvington, New York | 10533 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (914) 591-8000
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 20, 2018, Sunnyside Federal Savings and Loan Association of Irvington, the wholly owned subsidiary of Sunnyside Bancorp, Inc., entered into amendments to the employment agreements previously entered into with Timothy D. Sullivan, President and Chief Executive Officer, Gerardina Mirtuono, Senior Vice President and Chief Operating Officer and Edward Lipkus, Vice President and Chief Financial Officer.
The employment agreements were amended to provide that in the event of a change in control, as such term is defined in the agreements, the executive will become fully vested in all restricted stock awards granted under the Company’s 2014 Equity Incentive Plan and the term of each agreement will automatically renew as follows: three (3) years for each of Mr. Sullivan and Ms. Mirtuono and one (1) year for Mr. Lipkus.
The foregoing description of the amendments is a summary and it is qualified in its entirety to the amendments which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. Not applicable. | |
| (b) | Pro Forma Financial Information. Not applicable. | |
| (c) | Shell Company Transactions. Not applicable. | |
| (d) | Exhibits. |
| 10.1 | Amendment to Employment Agreement of Timothy Sullivan | |
| 10.2 | Amendment to Employment Agreement of Gerardina Mirtuono | |
| 10.3 | Amendment to Employment Agreement of Edward Lipkus |
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.
| Sunnyside Bancorp, Inc. | ||
| DATE: March 23, 2018 | By: | /s/ Edward Lipkus |
| Edward Lipkus | ||
| Vice President, Chief Financial Officer | ||
SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON
SUNNYSIDE BANCORP, INC.
AMENDMENT NUMBER THREE
TO THE EMPLOYMENT AGREEMENT WITH TIMOTHY D. SULLIVAN
This Amendment Number Three(the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Sunnyside Federal Savings and Loan Association of Irvington (the “Association”) and Timothy D. Sullivan (the “Executive”) is made by the Association and the Executive, effective as of March 20, 2018 (the “Effective Date”).
WHEREAS, the Agreement was entered effective as of July 15, 2013; and
WHEREAS, Sunnyside Bancorp, Inc. (the “Company”) is a signatory to the Agreement for the purpose of guaranteeing the Association’s performance under the Agreement; and
WHEREAS, upon the recommendation of the Compensation Committees of the Association and the Company, the Association and the Executive desire to amend the Agreement to provide for the automatic renewal of the term of the Agreement upon a Change in Control; and
WHEREAS, pursuant to Section 15(a) of the Agreement, the Agreement may be amended by an instrument in writing signed by the parties.
NOW, THEREFORE, this Amendment is hereby adopted as follows:
| 1. | Section 2of the Agreement is hereby amended to add a new Section 2(f) to read in its entirety as follows: |
“(f) Automatic Renewal of Term upon Change in Control. Notwithstanding the foregoing, upon the legal closing date of a Change in Control, as such term is defined in this Agreement, the term of this Agreement shall be automatically extended, without any further action, so that it shall terminate thirty-six months following the legal closing date on which the Change in Control occurs.”
| 2. | Section 5(c) of the Agreement is hereby amended to add the following sentence immediately after the end of Section 5(c) of the Agreement: |
“(c) In addition, upon the occurrence of a Change in Control, Executive shall be fully vested in all restricted stock awards granted to Executive under the Company’s 2014 Equity Incentive Plan or other benefit plans.”
IN WITNESS WHEREOF, a duly authorized officer of the Association and the Company has executed this Amendment as of the Effective Date.
SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON | ||
| By: | /s/ William Boeckelman | |
| Name: | William Boeckelman | |
| Title: | Director | |
| SUNNYSIDE BANCORP, INC. | ||
| By: | /s/ William Boeckelman | |
| Name: | William Boeckelman | |
| Title: | Director | |
| EXECUTIVE | |
| /s/ Timothy D. Sullivan | |
| Timothy D. Sullivan | |
| President and Chief Executive Officer |
| 2 |
SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON
SUNNYSIDE BANCORP, INC.
AMENDMENT NUMBER ONE
TO THE EMPLOYMENT AGREEMENT WITH GERARDINA MIRTUONO
This Amendment Number One (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Sunnyside Federal Savings and Loan Association of Irvington (the “Association”) and Gerardina Mirtuono (the “Executive”) is made by the Association and the Executive, effective as of March 20, 2018 (the “Effective Date”).
WHEREAS, the Agreement was entered effective as of July 15, 2014; and
WHEREAS, Sunnyside Bancorp, Inc. (the “Company”) is a signatory to the Agreement for the purpose of guaranteeing the Association’s performance under the Agreement; and
WHEREAS, upon the recommendation of the Compensation Committees of the Association and the Company, the Association and the Executive desire to amend the Agreement to provide for the automatic renewal of the term of the Agreement upon a Change in Control; and
WHEREAS, pursuant to Section 15(a) of the Agreement, the Agreement may be amended by an instrument in writing signed by the parties.
NOW, THEREFORE, this Amendment is hereby adopted as follows:
| 1. | Section 2of the Agreement is hereby amended to add a new Section 2(e) to read in its entirety as follows: |
“(e) Automatic Renewal of Term upon Change in Control. Notwithstanding the foregoing, upon the legal closing date of a Change in Control, as such term is defined in this Agreement, the term of this Agreement shall be automatically extended, without any further action, so that it shall terminate thirty-six months following the legal closing date on which the Change in Control occurs.”
| 2. | Section 5(c) of the Agreement is hereby amended to add the following sentence immediately after the end of Section 5(c) of the Agreement: |
“(c) In addition, upon the occurrence of a Change in Control, Executive shall be fully vested in all restricted stock awards granted to Executive under the Company’s 2014 Equity Incentive Plan or other benefit plans.”
IN WITNESS WHEREOF, a duly authorized officer of the Association and the Company has executed this Amendment as of the Effective Date.
| SUNNYSIDE
FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON |
||
| By: | /s/ William Boeckelman | |
| Name: | William Boeckelman | |
| Title: | Director | |
| SUNNYSIDE BANCORP, INC. | ||
| By: | /s/ William Boeckelman | |
| Name: | William Boeckelman | |
| Title: | Director | |
| EXECUTIVE | ||
| /s/ Gerardina Mirtuono | ||
| Gerardina Mirtuono | ||
| Senior Vice President and Chief Operating Officer | ||
| 2 |
SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON
SUNNYSIDE BANCORP, INC.
AMENDMENT NUMBER ONE
TO THE EMPLOYMENT AGREEMENT WITH EDWARD LIPKUS
This Amendment Number One (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Sunnyside Federal Savings and Loan Association of Irvington (the “Association”) and Edward Lipkus (the “Executive”) is made by the Association and the Executive, effective as of March 20, 2018 (the “Effective Date”).
WHEREAS, the Agreement was entered effective as of July 28, 2015; and
WHEREAS, Sunnyside Bancorp, Inc. (the “Company”) is a signatory to the Agreement for the purpose of guaranteeing the Association’s performance under the Agreement; and
WHEREAS, upon the recommendation of the Compensation Committees of the Association and the Company, the Association and the Executive desire to amend the Agreement to provide for the automatic renewal of the term of the Agreement upon a Change in Control; and
WHEREAS, pursuant to Section 14(a) of the Agreement, the Agreement may be amended by an instrument in writing signed by the parties.
NOW, THEREFORE, this Amendment is hereby adopted as follows:
| 1. | Section 2of the Agreement is hereby amended to add a new Section 2(e) to read in its entirety as follows: |
“(e) Automatic Renewal of Term upon Change in Control. Notwithstanding the foregoing, upon the legal closing date of a Change in Control, as such term is defined in this Agreement, the term of this Agreement shall be automatically extended, without any further action, so that it shall terminate twelve months following the legal closing date on which the Change in Control occurs.”
| 2. | Section 5(c) of the Agreement is hereby amended to add the following sentence immediately after the end of Section 5(c) of the Agreement: |
“(c) In addition, upon the occurrence of a Change in Control, Executive shall be fully vested in all restricted stock awards granted to Executive under the Company’s 2014 Equity Incentive Plan or other benefit plans.”
IN WITNESS WHEREOF, a duly authorized officer of the Association and the Company has executed this Amendment as of the Effective Date.
SUNNYSIDE FEDERAL SAVINGS AND LOAN ASSOCIATION OF IRVINGTON | ||
| By: | /s/ William Boeckelman | |
| Name: | William Boeckelman | |
| Title: | Director | |
| SUNNYSIDE BANCORP, INC. | ||
| By: | /s/ William Boeckelman | |
| Name: | William Boeckelman | |
| Title: | Director | |
| EXECUTIVE | |
| /s/ Edward Lipkus | |
| Edward Lipkus | |
| Vice President and Chief Financial Officer |
| 2 |