8-K 1 slad-8k2.txt BODY OF FORM 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): April 17, 2006 SLADE'S FERRY BANCORP. (Exact name of registrant as specified in its charter) Massachusetts 000-23904 04-3061936 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Slade's Ferry Avenue, PO Box 390, Somerset, Massachusetts 02726 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 675-2121 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)) Item 1.01 Entry Into a Material Definitive Agreement. Effective April 17, 2006, Slade's Ferry Bancorp (the "Company") and Slade's Ferry Bank and Trust (the "Bank") jointly entered into a Change of Control Agreement with employee Paula Botelho in the form attached as Exhibit 10.9 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 2005. Generally, the agreement provides that the Bank may terminate the employment of any employee covered by the agreement, with or without cause, at any time prior to a "change of control" or "pending change of control" (as each such term is defined in the agreement) without obligation for severance benefits. However, upon the occurrence of a "change of control" or "pending change of control", the employee will receive severance benefits if his or her employment is terminated without cause or the employee resigns with good reason. The severance benefits would generally be equal to the value of the cash compensation and fringe benefits that the employee would have received if he or she had continued working for one additional year. The term of the agreement is perpetual until one year after the date on which the Bank notifies the employee of its intention to terminate the agreement (the "Initial Expiration Date") or, if later, the first anniversary of the latest "change of control" or "pending change of control" that occurs before the Initial Expiration Date. Item 2.02 Results of Operations and Financial Condition. The Company issued a press release on April 19, 2006 disclosing certain information concerning its first quarter 2006 results of operations and financial condition. A copy of that press release is attached as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press release of Slade's Ferry Bancorp dated April 19, 2006. 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. SLADES FERRY BANCORP. --------------------- (REGISTRANT) By: /s/ Deborah A. McLaughlin ---------------------------- Name: Deborah A. McLaughlin Title: Executive Vice President and Chief Financial Officer/Chief Operations Officer Date: April 19, 2006