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): March 2, 2009
ENCORE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Texas | | 001-33598 | | 76-0655696 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
Nine Greenway Plaza, Suite 1000
Houston, Texas 77046
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (713) 787-3100
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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 2, 2009, Encore Bancshares, Inc. (the “Company”), Encore Bank, N.A. (the “Bank”) and Robert D. Mrlik, Executive Vice President of the Company and the Bank, agreed that Mr. Mrlik would leave his current positions with the Company and the Bank and be reassigned to Executive Vice President of Town & Country Insurance Agency, Inc., the Company’s wholly owned subsidiary.
The Amended and Restated Letter Change-in-Control Agreement dated July 16, 2007 between Mr. Mrlik and the Company, filed as Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (Registration No. 333-142735), will remain in effect.
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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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| | ENCORE BANCSHARES, INC. |
| | (Registrant) |
| | |
| Dated: March 5, 2009 | | By: | | /s/ James S. D’Agostino, Jr. |
| | | | James S. D’Agostino, Jr. |
| | | | Chairman, President and Chief Executive Officer |
