================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 4, 2003 CENTRAL BANCORP, INC. --------------------------------------- (Exact Name Of Registrant As Specified In Its Charter) Massachusetts 0-25251 04-3447594 - ------------- ----------------------------- ------------- (State Or Other (Commission (IRS Employer Jurisdiction Of File Number) Identification No.) Incorporation) 399 Highland Avenue, Somerville, Massachusetts 02144 --------------------------------------------------------------- (Address Of Principal Executive Offices) (Zip code) Registrant's telephone number, including area code: (617) 628-4000 Not Applicable - -------------------------------------------------------------------------------- (Former Name Or Former Address, If Changed Since Last Report) ================================================================================ Item 5. Other Events and Required FD Disclosure - ----------------------------------------------- On August 4, 2003, Central Bancorp, Inc. (the "Registrant") and certain of its directors, former directors and affiliated entities entered into an Agreement (the "Agreement") with PL Capital, LLC and its affiliated persons and entities, pursuant to which the parties settled all of the pending litigation between them and will file with the appropriate courts the filings necessary for the litigation to be dismissed. Please reference Exhibit 99.1 filed herewith for the material terms of the Agreement. Under the Agreement, the Registrant agreed to expand the Board of Directors of both the Registrant and its subsidiary, Central Co-Operative Bank (the "Bank"), by two members and to appoint Richard Lashley as a director on each Board. Mr. Lashley will fill the vacancies on each Board created by the resignation of Terence D. Kenney, who retired from the Board of both the Registrant and the Bank concurrently with the signing of the Agreement. Mr. Lashley will serve for the remainder of Mr. Kenney's term and will be renominated for election at the Registrant's 2003 annual meeting of stockholders. The Registrant also agreed to appoint Richard Fates as a director of the Bank. Also, effective on August 4, 2003, the Board of Directors of the Registrant appointed Albert J. Mercuri, Jr. to fill one of the vacancies on the Registrant's Board of Directors, to serve as a director until the annual shareholders meeting in 2004. Mr. Mercuri is the President and Chief Executive Officer of Data Direct, Inc, a national distributor of digital media publishing systems, optical media and copiers, located in Needham Heights, Massachusetts. Mr. Mercuri is a 1979 graduate of Babson College where he earned a Bachelor of Science degree in Marketing. The Board of Directors of the Bank appointed James F. Linnehan as a director of the Bank to serve until 2004. Mr. Linnehan is an attorney and a Certified Public Accountant, has served as an Assistant Attorney General for the Commonwealth of Massachusetts and is a former director and chairman of the audit and trust committees of Bay Bank Middlesex. The foregoing discussion is qualified in its entirety by the terms of the Agreement that is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - -------------------------------------------------------------------------- The following exhibit is filed herewith: Exhibit No. Description ----------- ----------- Exhibit 99.1 Standstill Agreement dated as of August 4, 2003 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. CENTRAL BANCORP, INC. Date: August 4, 2003 /s/John D. Doherty ----------------------------------------- John D. Doherty Chairman, President and Chief Executive Officer
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Filed: 4 Aug 03, 12:00am