-----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, S6/lfTi8H+nF/fKoUD6whycbPe01rnVt5pFpRc1wFb7/gI3rUlnfauDo0P6g3+Hb UH2z2bDDen90/JOZn9qtLQ== 0000909654-96-000203.txt : 19960814 0000909654-96-000203.hdr.sgml : 19960814 ACCESSION NUMBER: 0000909654-96-000203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960806 ITEM INFORMATION: Other events ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL BANCORP INC CENTRAL INDEX KEY: 0000855932 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 061391814 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18126 FILM NUMBER: 96611393 BUSINESS ADDRESS: STREET 1: 45-25 QUEENS BLVD CITY: LONG ISLAND CITY STATE: NY ZIP: 11104 BUSINESS PHONE: 7187295002 MAIL ADDRESS: STREET 1: 45-25 QUEENS BLVD CITY: LONG ISLAND CITY STATE: NY ZIP: 11104 8-K 1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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) August 6, 1996 ------------------------- FINANCIAL BANCORP, INC. --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-18126 06-1391814 - ----------------------------- -------------------- -------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) ID Number) 42-25 Queens Boulevard, Long Island City, New York 11104 - --------------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (718) 729-5002 N/A - -------------------------------------------------------------------------------- (Former name of former address, if changed since last report.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events ------------ On August 7, 1996, the Registrant issued the press release attached hereto as Exhibit 20 and incorporated herein by reference. The press release announced that Stuart G. Hoffer tendered his resignation as President and Chief Executive Officer and a member of the Board of Directors of Financial Bancorp, Inc. (the "Company"), its wholly-owned subsidiary, Financial Federal Savings Bank (the "Bank"), and all of the Bank's affiliates and subsidiaries, in order to pursue other business interests. As a result of a difference in business philosophies, Mr. Hoffer tendered his resignation on the condition that he receive severance payments equivalent to the payments he would receive under the terms of his employment agreements with the Company and the Bank. Such payment will be approximately $370,000, payable over a three year period. In addition, in accordance with the terms of the Company's 1995 Incentive Stock Option Plan, Mr. Hoffer will have a period of 90 days to exercise any stock options previously awarded to him which were exercisable as of August 6, 1996. The Company's Board of Directors also announced in the press release the immediate appointment of Mr. Frank Latawiec as President and Chief Executive Officer of the Company and the Bank. Mr. Latawiec is currently a director of the Company and the Bank. Item 6. Resignation of Registrant's Directors ------------------------------------- On August 6, 1996, Stuart G. Hoffer resigned as a director of Financial Bancorp, Inc. and its subsidiary, Financial Federal Savings Bank, to pursue other business interests. As discussed above, Mr. Hoffer tendered his resignation due to a difference in business philosophies, on the condition that he receive severance payments equivalent to the payments he would receive under the terms of his employment agreements with the Company and the Bank. Such payment will be approximately $370,000, payable over a three year period. In addition, in accordance with the terms of the Company's 1995 Incentive Stock Option Plan, Mr. Hoffer will have a period of 90 days to exercise any stock options previously awarded to him which were exercisable as of August 6, 1996. A copy of Mr. Hoffer's resignation letters are attached hereto as Exhibit 17 and incorporated herein by reference. Item 7. Financial Statements and Exhibits --------------------------------- Exhibit 17 - Stuart G. Hoffer's resignation letters. Exhibit 20 - Press Release dated August 7, 1996. 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 hereunto duly authorized. FINANCIAL BANCORP, INC. ----------------------- (Registrant) By: -------------------------------------- Frank S. Latawiec President and Chief Executive Officer Dated: -------------------------- EX-17 2 1 EXHIBIT 17 2 Stuart G. Hoffer 318 First Street Mineola, New York 11501 August 6, 1996 The Board of Directors Financial Federal Savings Bank 42-25 Queens Boulevard Long Island City, New York 11104 Attention: Chairman of the Board Gentlemen: I am writing to advise you that in order to pursue other business interests, I hereby resign from the employ of Financial Federal Savings Bank effective August 6, 1996, and I am also resigning effectively immediately as, an officer, President and Chief Executive Officer, and as a member of the Board of Directors of Financial Federal Savings Bank and as a fiduciary or trustee of any employee benefit plans maintained by the Bank. I am also resigning my position as an officer and/or director of the affiliates and subsidiaries of Financial Federal Savings Bank, including without limitation, Fin-Fed Development Corp., FS Agency, and 842 Manhattan Avenue Corp. Very truly yours, /s/ Stuart G. Hoffer 3 Stuart G. Hoffer 318 First Street Mineola, New York 11501 August 6, 1996 The Board of Directors Financial Federal Savings Bank 42-25 Queens Boulevard Long Island City, New York 11104 Attention: Chairman of the Board Gentlemen: I am writing to advise you that in order to pursue other business interests, I hereby resign from the employ of Financial Bancorp, Inc. effective August 6, 1996, and I am also resigning effectively immediately as, an officer, President and Chief Executive Officer, and as a member of the Board of Directors of Financial Bancorp, Inc. and as a fiduciary or trustee of any employee benefit plans maintained by Financial Bancorp, Inc. I am also resigning my position as an officer and/or director of the affiliates and subsidiaries of Financial Bancorp, Inc., including without limitation, Fin-Fed Development Corp., FS Agency, and 842 Manhattan Avenue Corp. Very truly yours, /s/ Stuart G. Hoffer EX-20 3 1 1 EXHIBIT 20 2 FINANCIAL BANCORP, INC. THE HOLDING COMPANY OF FINANCIAL FEDERAL SAVINGS BANK 42-25 QUEENS BOULEVARD, LONG ISLAND CITY, NY 11104 (718) 729-5002 - ------------------------------------------------------------------------------ PRESS RELEASE - ------------------------------------------------------------------------------ RELEASE DATE: August 7, 1996 ISSUED BY: THE BOARD OF DIRECTORS -------------- ------------------------- CONTACT: VALERIE M. SWAYA ---------------- FINANCIAL BANCORP, INC. ANNOUNCES RESIGNATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER LONG ISLAND CITY, N.Y. August 7, 1996 - - Stuart G. Hoffer, the President and Chief Executive Officer of both Financial Federal Savings Bank (the "Bank") and its parent holding company, Financial Bancorp, Inc., (the "Holding Company") has tendered his resignation from his position with the Bank and the Holding Company, to pursue other business interests. He has also resigned as a member of the Board of Directors from both the Bank and the Holding Company, and all other positions held with either entity, and any subsidiaries and affiliates. We wish Mr. Hoffer well in his new business endeavors. The Bank is happy to announce, effective immediately, that Mr. Frank Latawiec has been appointed President and Chief Executive Officer of the Bank and the Holding Company. Mr. Latawiec is currently a Director of Financial Federal Savings Bank and Financial Bancorp, Inc. Mr. Latawiec was formerly a Director of Hamilton Federal Savings Bank, located in Brooklyn, New York, from 1974 through 1990. In 1990 he became Senior Vice President and Chief Administrative Officer of Hamilton. He was also President of Hamilton's Service Corporation. 3 Headquartered in Long Island City, New York, Financial Bancorp, Inc. is the parent holding company of Financial Federal Savings Bank, an FDIC-insured savings institution, which operates four branch offices in Queens and one branch office in Brooklyn. -----END PRIVACY-ENHANCED MESSAGE-----