-----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, B4Iy4I4hf6c+J3BGPBN15xdnlxq2faIxX3kV04PCfQCeH6o9X7L7v+eb4LRiwKLz myb7nskQyF9ZlumQr1q5Ww== 0001157523-06-006136.txt : 20060615 0001157523-06-006136.hdr.sgml : 20060615 20060615150854 ACCESSION NUMBER: 0001157523-06-006136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060614 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: 20060615 DATE AS OF CHANGE: 20060615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCLAIRE FINANCIAL CORP CENTRAL INDEX KEY: 0000858800 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251606091 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18464 FILM NUMBER: 06907204 BUSINESS ADDRESS: STREET 1: 612 MAIN ST CITY: EMLENTON STATE: PA ZIP: 16373 BUSINESS PHONE: 7248672311 MAIL ADDRESS: STREET 1: POST OFFICE BOX D STREET 2: 612 MAIN STREET CITY: EMLENTON STATE: PA ZIP: 16373 8-K 1 a5171074.txt EMCLAIRE FINANCIAL CORP. 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 14, 2006 EMCLAIRE FINANCIAL CORP. ------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 000-18464 25-1606091 - ------------------- ------------------- ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 612 Main Street, Emlenton, PA 16373 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (724) 867-2311 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: [_] 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)) EMCLAIRE FINANCIAL CORP. CURRENT REPORT ON FORM 8-K ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On June 12, 2006, Emclaire Financial Corp. (the "Corporation") announced the appointment of William C. Marsh as Executive Vice President of the Corporation. Mr. Marsh will be elected annually and will serve at the discretion of the board. There is no arrangement or understanding between Mr. Marsh and the Corporation and any person pursuant to which Mr. Marsh has been selected an officer. In addition, it is intended that Mr. Marsh will be appointed to serve as a director of the Corporation at the next board of directors meeting on June 21, 2006. There is no arrangement or understanding between the Corporation and Mr. Marsh pursuant to which Mr. Marsh will be elected a director. Mr. Marsh will be appointed to the Finance Committee and Financial Services Committee. Mr. Marsh, a certified public accountant who is 40 years of age, has broad banking experience at the executive level, having served as the Chief Financial Officer for several publicly traded financial institutions since 1995, including more than two years as the CFO of the Corporation and Farmers National Bank during 2001 through 2003. Most recently, Mr. Marsh served as Executive Vice President - Chief Financial Officer of Allegheny Valley Bank of Pittsburgh and as Senior Vice President - Chief Financial Officer of NSD Bancorp, Inc., prior to NSD's merger with FNB Corp., in February 2005. Prior to entering the community bank industry in 1995, Mr. Marsh worked as an independent auditor for almost seven years with the international public accounting firm, KPMG LLP, in Pittsburgh, PA, leaving the firm as a manager. Mr. Marsh has not engaged in any transaction exceeding $60,000 with the Corporation since January 1, 2005 and does not have a family relationship with any director or executive officer of the Corporation. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Description - -------------- ----------- 99.1 Press Release dated June 12, 2006 issued by Emclaire Financial Corp. SIGNATURE 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. EMCLAIRE FINANCIAL CORP. Date: June 14, 2006 /s/ David L. Cox ------------------------------------------------ Name: David L. Cox Title: President and Chief Executive Officer EX-99.1 2 a5171074ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Emclaire Financial Corp. Announces William C. Marsh has Rejoined the Corporation as Executive Vice President EMLENTON, Pa.--(BUSINESS WIRE)--June 12, 2006--David L. Cox, Chairman of the Board, President and Chief Executive Officer of Emclaire Financial Corp. (OTCBB:EMCF), the parent holding company of the Farmers National Bank of Emlenton, announced that William C. Marsh has returned to the Corporation and the Bank as Executive Vice President, a newly created position. In addition, Mr. Marsh will be appointed to the Board of Directors of both entities. In his position as Executive Vice President, Mr. Marsh will assist Mr. Cox in directing corporate-wide strategic initiatives and will initially manage the Finance, Accounting and Compliance areas of the Bank. Mr. Cox stated, "The Board of Directors and I are delighted that Bill has elected to rejoin our team. Our familiarity with Bill and his banking, finance and strategic planning experience will prove to be valuable as we continue to work to grow the Corporation and maintain our reputation as a first rate organization. It is the Board's desire for Bill to take on increasing responsibilities as we move forward and be part of our leadership succession plan. We plan on setting forth a number of strategic planning and organizational initiatives during the remainder of 2006, and Bill will be instrumental in that process." Mr. Marsh, a certified public accountant, has broad banking experience at the executive level having served as the Chief Financial Officer for several publicly traded financial institutions since 1995, including more than two years as the CFO of Emclaire and Farmers National Bank during 2001 through 2003. Most recently, Mr. Marsh served as Executive Vice President - Chief Financial Officer of Allegheny Valley Bank of Pittsburgh and as Senior Vice President - Chief Financial Officer of NSD Bancorp, Inc., prior to NSD's merger with FNB Corp., in February 2005. Prior to entering the community bank industry in 1995, Mr. Marsh worked as an independent auditor for almost seven years with the international public accounting firm, KPMG LLP, in Pittsburgh, PA, leaving the firm as a manager. According to Mr. Marsh, "I am truly excited about returning to the Farmers National Bank and working with the Board, management and employees as we expand the franchise and employee opportunities, enhance value, and invest in the communities we serve. The Corporation's strong financial foundation and my knowledge of and comfort level with the Bank made my decision to return much easier. I very much look forward to returning and participating in a leadership role as we set the long-term strategic course of Farmers as an independent community bank." Emclaire Financial Corp. is the parent company of the Farmers National Bank of Emlenton, an independent, nationally chartered, FDIC-insured community commercial bank headquartered in Emlenton, Pennsylvania, operating ten full service offices in Venango, Butler, Clarion, Clearfield, Elk and Jefferson Counties, Pennsylvania. For more information, visit the Corporation's website at "www.emclairefinancial.com". CONTACT: Emclaire Financial Corp. David L. Cox, 724-867-2311 -----END PRIVACY-ENHANCED MESSAGE-----