8-K 1 f8k_042706-0084.txt FORM 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 27, 2006 TF FINANCIAL CORPORATION -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 0-24168 74-2705050 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3 Penns Trail, Newtown, Pennsylvania 18940 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 579-4000 -------------- 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: [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act TF FINANCIAL CORPORATION INFORMATION TO BE INCLUDED IN THE REPORT Section 5 - Corporate Governance and Management Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On April 27, 2006, the Registrant's Board of Directors by resolution elected Mr. Kent C. Lufkin as a new director. Mr. Lufkin has not been and is not expected to be named to any committees of the Board of Directors. Mr. Lufkin is the President and Chief Executive Officer of the Registrant and its wholly-owned subsidiary bank, Third Federal Bank. He was appointed to such offices effective June 30, 2003. He joined Third Federal Bank in 2000 and formerly served as Senior Vice President and Retail Banking Officer. Prior to his election to the Registrant's Board of Directors, he was already a member of Third Federal Bank's Board of Directors, and hewill continue as a director of the bank. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 27, 2006, the Registrant's Board of Directors amended Article III, Section 2 of the Registrant's bylaws to increase the size of the board by one. This newly created vacancy was filled by the Board's election of Mr. Kent C. Lufkin. A copy of the Registrant's amended and restated bylaws is filed with this Form 8-K as an exhibit. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit 3.2 - Bylaws of TF Financial Corporation 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. TF FINANCIAL CORPORATION Date: May 1, 2006 By: /s/Dennis R. Stewart ------------------------------ Dennis R. Stewart Executive Vice President and Chief Financial Officer