-----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, FtPUTtU2AwEUb5vZX4cDdZkPA8EUD99xOUCh+UCAVNTOu4u0X6znHAJxO+HzwfJ7 KXyfXuJfI1BPm+yzimKxRg== 0000950152-07-005095.txt : 20070613 0000950152-07-005095.hdr.sgml : 20070613 20070613172112 ACCESSION NUMBER: 0000950152-07-005095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070607 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMCO FINANCIAL CORP CENTRAL INDEX KEY: 0000016614 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 510110823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25196 FILM NUMBER: 07918070 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 8-K 1 l26634ae8vk.htm CAMCO FINANCIAL CORPORATION 8-K Camco Financial Corporation 8-K
 

 
 
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 7, 2007
CAMCO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
         
DELAWARE   0-25196   51-0110823
         
(State or other jurisdiction
of incorporation)
  (Commission File No.)   (IRS Employer I.D. No.)
      6901 Glenn Highway, Cambridge, Ohio 43725      
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:      (740) 435-2020      
           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):
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))
 
 

1


 

Section 5 — Corporate Governance and Management
Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     On June 7, 2007, the Board of Directors of Camco Financial Corporation (“Camco”) appointed Eric S. Nadeau, 36 years, to be the Chief Financial Officer, Senior Vice President and Treasurer of Camco. This appointment will be effective on or about July 7, 2007. The press release issued by Camco to announce this appointment is attached as Exhibit 99.
     Mr. Nadeau is a certified public accountant and is the Vice President — Comptroller of Camco. From February 2006 to December 2006 he was Camco’s Vice President of Finance and Investments. From January 2003 until February 2006, he served as the Chief Financial Officer, Senior Vice President and Treasurer of Ohio Legacy Corp. Ohio Legacy is the publicly traded bank holding company for Ohio Legacy Bank, N.A., a national bank located in Wooster, Ohio. Mr. Nadeau was the Director of Financial Reporting and Manager of Revenue Assurance of Horizon PCS, Inc., an SEC registered company located in Chillicothe, Ohio from August 2000 until December 2002, where he was responsible for the internal control and financial reporting processes, including SEC filings.
     The Board of Directors approved a salary increase for Mr. Nadeau to $125,000, effective July 7, 2007. On June 7, 2007, the Board awarded him an option to acquire 5,000 shares of Camco at an exercise price of $12.31 per share. The option vests in equal installments over a five year period, beginning on June 7, 2007.
     Mr. Nadeau has a change of control agreement with Camco for a term of one year with an expiration date of January 31, 2008. The agreement provides for annual performance reviews by the Board of Directors, at which time the Board of Directors may extend the agreement for an additional one-year period. The Board will amend this agreement to be effective July 7, 2007. The amendment will provide for an annual salary effective July 7, 2007 of $125,000. The amendment will also provide that if Mr. Nadeau is terminated by Camco or its successors for any reason other than just cause, within six months prior to a change of control, as defined in the agreement, or within one year after a change of control, Camco will pay Mr. Nadeau (1) an amount equal to two times the amount of his annual compensation and (2) the premiums required to maintain coverage under the health insurance plan in which he is a participant immediately prior to the change of control until the earlier of (i) the second anniversary of his termination or (ii) the date he is included in another employer’s benefit plans. “Annual compensation” is defined as base salary. Mr. Nadeau will also be entitled to the above payments if he voluntarily terminates his employment within twelve months following a change of control if (1) the capacity or circumstances in which he is employed are changed (including, without limitation, a reduction in responsibilities or authority, or a reduction in salary); (2) he is required to move his personal residence, or perform his principal executive functions, more than thirty-five miles from his primary office as of the date of the agreement; or (3) Camco otherwise breaches the agreement.

2


 

Section 9 — Financial Statements and Exhibits
     
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.
             
 
  Exhibit No.   Description
 
           
 
    99     News Release dated June 8, 2007

3


 

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.
           
    CAMCO FINANCIAL CORPORATION
 
       
 
       
 
  By:   /s/ Richard C. Baylor
 
       
 
      Richard C. Baylor
Chief Executive Officer
Date: June 13, 2007

4

EX-99 2 l26634aexv99.htm EX-99 EX-99
 

EXHIBIT 99
PRESS RELEASE
Camco Financial Appoints Eric S. Nadeau to Chief Financial Officer, SVP and Treasurer
Cambridge, Ohio (Nasdaq: CAFI) — Camco Financial Corporation (“Camco”) parent company of Advantage Bank announced the appointment of Eric S. Nadeau to the position of Chief Financial Officer, Senior Vice President and Treasurer. Mr. Nadeau has been employed with Camco since February, 2006 as a Vice President responsible for finance and treasury functions. Previous to his employment with Camco, Nadeau had been the Chief Financial Officer, SVP and Treasurer of Ohio Legacy Corp. (Nasdaq: OLCB). Other previous experience includes positions at several public companies in Ohio, as well as managing Audit, Tax and Consulting services while employed at Crowe Chizek and Company, LLC. Mr. Nadeau is a licensed CPA, a member of the Ohio Society of CPA’s, the AICPA and the Financial Managers Society.
Chairman, President & CEO Richard C. Baylor commented, “Part of management’s responsibility is anticipating key position evolution. We were fortunate to bring Mr. Nadeau to our company about one and one-half years ago and his talents, enthusiasm and sense of urgency are exactly the characteristics we desire in our company’s leadership. We prefer to promote individuals from within our company whenever possible, providing for leadership continuity.”
Mr. Nadeau will assume the Chief Financial Officer, Senior Vice President & Treasurer position on July 7, 2007.
Camco Financial Corporation, holding company of Advantage Bank, is a multi-state financial services holding company headquartered in Cambridge, Ohio. Advantage Bank and its affiliates offer community banking that includes commercial, business and consumer financial services, internet banking and title insurance services from 31 offices in 22 communities in Ohio, Kentucky and West Virginia.
The words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company’s market area, changes in policies by regulatory agencies, fluctuations in interest rates, demands for loans in the Company’s market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
-----END PRIVACY-ENHANCED MESSAGE-----