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) May 24, 2005
OHIO LEGACY CORP
(Exact name of registrant as specified in its charter)
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| OHIO | | 000-31673 | | 34-1903890 |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 305 West Liberty Street, Wooster, Ohio | | 44691 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code(330) 263-1955
N/A
(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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On May 24, 2005, the Registrant and the Registrant’s subsidiary, Ohio Legacy Bank, N.A., entered into an Employment Agreement with the Registrant’s Chief Financial Officer, Mr. Nadeau, and terminated the Change of Control Severance Agreement previously in place with him. The Registrant also modified and amended the Employment Agreements of Messrs. Kramer, Pettit and Boss to be commensurate with the terms of the Employment Agreement with Mr. Nadeau. The modifications related to the formally defining a “Material Breach” under the agreement and aligning the terms of “Termination Without Cause” with those of a “Material Breach.”
Item 1.02 Termination of a Material Definitive Agreement.
On May 24, 2005, the Registrant and the Registrant’s subsidiary, Ohio Legacy Bank, N.A., terminated the Change of Control Severance Agreement previously in place with the Registrant’s Chief Financial Officer, Mr. Nadeau, and entered into an Employment Agreement with him.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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| | | Exhibit | | |
| | | Number | | Description |
| | 10.4 | | Employment Agreement with Mr. Pettit, dated May 24, 2005 |
| | 10.7 | | Employment Agreement with Mr. Boss, dated May 24, 2005 |
| | 10.9 | | Employment Agreement with Mr. Nadeau, dated May 24, 2005 |
| | 10.11 | | Employment Agreement with Mr. Kramer, dated May 24, 2005 |
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.
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| | | | | | OHIO LEGACY CORP |
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| | | | | | (Registrant) |
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| Date: | | May 26, 2005 | | | | |
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| | | | | | /s/ ERIC S. NADEAU |
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| | | | | | Eric S. Nadeau
Chief Financial Officer and Treasurer |
