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Securities Exchange Act of 1934
(Amendment No. )
Filed by a party other than the Registranto
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Payment of Filing Fee (Check the appropriate box): | ||||
þ | No fee required. | |||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
o | Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. | |||
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
(1) | Amount Previously Paid: | |||
(2) | Form, Schedule or Registration Statement: | |||
(3) | Filing Party: | |||
(4) | Date Filed: |
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33583 Woodward Avenue
Birmingham, MI 48009
(248) 723-7200
President and Chief Executive Officer
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33583 Woodward Avenue
Birmingham, MI 48009
TIME | 9:30 a.m., local time, on Monday, April 23, 2007 | |||
PLACE | Birmingham Community House | |||
380 South Bates Street | ||||
Birmingham, Michigan | ||||
ITEMS OF BUSINESS | (1) | To elect sixteen members of the Board of Directors. | ||
(2) | To approve the 2006 Stock Incentive Plan. | |||
(3) | To transact such other business as may properly come | |||
before the Meeting. | ||||
ANNUAL REPORT | Our 2006 Annual Report, which is not a part of the proxy soliciting material, is enclosed. | |||
RECORD DATE | You can vote if you are a shareholder of record on February 28, 2007. | |||
QUORUM | A majority of the shares of common stock must be represented at the meeting. If there are insufficient shares, the meeting may be adjourned. |
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Birmingham, MI 48009
• | you can come to the Annual Meeting and cast your vote there; or | ||
• | you can vote by signing and returning the enclosed proxy card. If you do so, the individuals named as proxies on the card will vote your shares in the manner you indicate. |
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• | you may send in another proxy with a later date; | ||
• | you may notify the Company’s Secretary in writing at Birmingham Bloomfield Bancshares, Inc., 33583 Woodward Avenue, Birmingham, Michigan 48009; or | ||
• | you may revoke by voting in person at the Annual Meeting. |
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Nomination | ||||||||||
and | ||||||||||
Name | Board | Executive | Audit | Governance | Compensation | |||||
Donald J. Abood | X | X | ||||||||
William R. Aikens | X | X | X | X | ||||||
Jane L. Brodsky | X | X | ||||||||
Harry Cendrowski | X | X | ||||||||
Donald E. Copus | X | X | ||||||||
John M. Farr | X | |||||||||
Robert E. Farr | X | X | ||||||||
Charles Kaye, Jr. | X | X | ||||||||
Scott B. McCallum | X | |||||||||
Richard J. Miller | X | X | ||||||||
Daniel P. O’Donnell | X | X | ||||||||
Charles T. Pryde | X | X | X | |||||||
Donald Ruff | X | X | ||||||||
Walter G. Schwartz | X | X | ||||||||
Henry G. Spellman | X | X | X | |||||||
Robert Stapleton | X | X | ||||||||
Meetings in 2006 | 11 | 10 | 6 | 0 | 1 |
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• | maintaining a liaison with the outside auditors; | ||
• | reviewing the adequacy of internal controls; | ||
• | reviewing with management and outside auditors financial disclosures of the Company; and | ||
• | reviewing any material changes in accounting principles or practices used in preparing statements. |
33583 Woodward Avenue
Birmingham, Michigan 48009
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• | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | ||
• | Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commissions and in other public communications we make; | ||
• | Compliance with applicable governmental laws, rules and regulations; | ||
• | The prompt internal reporting of violations of the code to an appropriate person or persons named in the code; and | ||
• | Accountability for adherence to the code. |
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Nonqualified | ||||||||||||
Deferred | ||||||||||||
Fees Earned or | Compensation | All Other | ||||||||||
Paid in Cash | Stock Awards | Option Awards | Earnings | Compensation | Total | |||||||
Name | ($) | ($) | ($) | ($) | ($) | ($) | ||||||
Donald J. Abood | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
William R. Aikens | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Jane L. Brodsky | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Harry Cendrowski | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Donald E. Copus | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
John M. Farr | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Charles Kaye, Jr. | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Scott B. McCallum | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Daniel P. O’Donnell | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Charles T. Pryde | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Donald Ruff | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Walter G. Schwartz | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Henry G. Spellman | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Robert Stapleton | $0 | $0 | $0 | $0 | $0 | $0 |
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Name and Age as of | Position, Principal Occupation, | |||||
the Annual Meeting | Business Experience and Directorship | |||||
Donald J. Abood | 52 | Director since 2006. President, Donald Abood, Inc. (real estate development). | ||||
William R. Aikens | 73 | Director since 2006. Chairman/owner, Spartan Metal Finishing. | ||||
Jane L. Brodsky | 54 | Director since 2006. Partner, Brodsky & Associates (certified public accounting). | ||||
Harry Cendrowski | 52 | Director since 2006. Partner, Cendrowski Selecky, P.C. (certified public accounting). | ||||
Richard J. Miller | 48 | Executive Vice President, Chief Financial Officer and Director since 2006. Former senior consultant, Plante & Moran, PLLC (certified public accounting). |
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Name and Age as of | Position, Principal Occupation, | |||||
the Annual Meeting | Business Experience and Directorship | |||||
Donald E. Copus | 50 | Director since 2006. Chief Financial Officer, Magna Services Group, Ltd. (Hungry Howie’s Pizza franchisee). | ||||
Robert E. Farr | 50 | President and Chief Executive Officer and Director since 2006. Former Regional Director-Private Banking, TCF Bank (2001-2003). | ||||
Charles Kaye | 83 | Director since 2006. Partner, Boyes, Wright, Pittman and Co., P.C. (certified public accountants). | ||||
Scott McCallum | 47 | Director since 2006. Principal, Resource Financial Institutions Group, Inc. (investment management). | ||||
Daniel P. O’Donnell | 48 | Director since 2006. Principal/Owner, Professional Furniture Services (furniture restoration). | ||||
Henry G. Spellman | 63 | Director since 2006. Retired-former Vice President-International Operations, Chrysler Financial Corporation. |
Name and Age as of | Position, Principal Occupation, | |||||
the Annual Meeting | Business Experience and Directorship | |||||
John M Farr | 79 | Director since 2006. Retired-former President, State Savings Bank of Fenton. | ||||
Charles T. Pryde | 51 | Director since 2006. Member, Governmental Affairs Staff, Ford Motor Company. | ||||
Donald Ruff | 70 | Director since 2006. Retired-former Senior Vice President and Manager of Corporate Operations and Auditing, First Federal of Michigan. | ||||
Walter G. Schwartz | 42 | Director since 2006. Investment Advisor, Schwartz & Co. (investment management). | ||||
Robert Stapleton | 52 | Director since 2006. Principal, TOS Advisors (investment management). |
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Number of securities | |||||||||
remaining available for | |||||||||
Number of securitiesto be | Weighted-average | future issuance under | |||||||
issued upon exercise of | exercise price of | equity compensation plans | |||||||
outstanding options, | outstanding options, | (excluding securities in | |||||||
warrants and rights | warrants and rights | column (a)) | |||||||
Plan category | (a) | (b) | (c) | ||||||
Equity compensation plans approved by security holders | None | None | None | ||||||
Equity compensation plans not approved by security holders (1) | 184,000 | $10.00 | 0 | ||||||
Total | 184,000 | $10.00 | 0 |
(1) | Organizers of the company were granted warrants pursuant to the Company’s registration statement dated November 14, 2005. |
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(i) | if the stock is listed on a national securities exchange, the last reported sale price of a share of the stock on such exchange or, if no sale occurs on that date, the average of the reported closing bid and asked prices on that date, | ||
(ii) | if the stock is otherwise publicly traded, the last reported sale price of a share of the stock under the quotation system under which the sale price is reported or, if no sale occurs on that date, the average of the reported closing bid and asked prices on that date under the quotation system under which the bid and asked prices are reported, | ||
(iii) | if no such last sales price or average of the reported closing bid and asked prices are available on that date, the last reported sale price of a share of the stock, or if no sale takes place, the average of the reported closing bid and asked prices as so reported for the immediately preceding business day (a) on the national securities exchange on which the stock is listed or (b) if the stock is otherwise publicly traded, under the quotation system under which such data are reported, or | ||
(iv) | if none of the prices described above is available, the value of a share of the stock as reasonably determined in good faith by the board in a manner that it believes to be in accordance with the Code. |
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MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS AND
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
Amount and | ||||||
Nature of Beneficial | Ownership | |||||
Name | Ownership | As a Percent of Class | ||||
Donald J. Abood (Director) | 16,360 | (1)(2) | 0.90% | |||
William R. Aikens (Director) | 34,960 | (1)(3) | 1.93% | |||
Jane L. Brodsky (Director) | 16,360 | (1)(2) | 0.90% | |||
Harry Cendrowski (Director) | 19,360 | (1)(4) | 1.07% | |||
Donald E. Copus (Director) | 17,320 | (1)(2) | 0.96% | |||
John M. Farr (Director) | 15,791 | (1)(6) | 0.87% | |||
Robert E. Farr (Executive Officer and Director) | 17,560 | (1)(7) | 0.97% | |||
Charles Kaye, Jr. (Director) | 16,360 | (1)(2) | 0.90% | |||
Lance N. Krajacic (Executive Officer and Director) | 18,000 | (8)(11) | 1.00% | |||
Scott B. McCallum (Director) | — | — | ||||
Richard J. Miller (Executive Officer and Director) | 19,360 | (1)(4)(10) | 1.07% | |||
Daniel P. O’Donnell (Director) | 16,360 | (1)(2) | 0.90% | |||
Charles T. Pryde (Director) | 16,039 | (1)() | .089% | |||
Donald Ruff (Director) | 600 | (13) | * | |||
Walter G. Schwartz (Director) | 16,360 | (1)(2) | 0.90% | |||
Henry G. Spellman (Director) | 19,360 | (1)(4) | 1.07% | |||
Robert Stapleton (Director) | — | — | ||||
All directors and executive officers as a group (17 persons) | 260,150 | 13.53% |
* | less than one percent |
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(1) | Includes organizer warrants to acquire 7,360 shares of common stock which are currently exercisable. | |
(2) | Includes shareholder warrants to acquire 1,500 shares of common stock which are currently exercisable. | |
(3) | Includes shareholder warrants to acquire 1,600 shares of common stock which are currently exercisable and 10,000 shares and 2,000 shareholder warrants which are currently exercisable and are held by Mr. Aikens wife | |
(4) | Includes shareholder warrants to acquire 2,000 shares of common stock which are currently exercisable. | |
(5) | Includes 7,900 shares and 1,580 shareholder warrants which are currently exercisable which are held by Mr. Copus wife | |
(6) | Includes shareholder warrants to acquire 1,405 shares of common stock which are currently exercisable and 1,000 shares and 200 shareholder warrants which are currently exercisable and are held by a trust which Mr. Farr is trustee. | |
(7) | Includes shareholder warrants to acquire 770 shares of common stock which are currently exercisable and 2,000 shares and 400 shareholder warrants which are currently exercisable and are held by Mr. Farrs wife and 1650 shares and 330 shareholder warrants which are currently exercisable and are held by Mr. Farrs children and 1,000 shares and 200 shareholder warrants which are currently exercisable and are held by a trust which Mr. Farr is trustee. | |
(8) | Includes shareholder warrants to acquire 1,500 shares of common stock which are currently exercisable. | |
(9) | Includes shareholder warrants to acquire 980 shares of common stock which are currently exercisable and 2,333 shares and 466 shareholder warrants which are currently exercisable and are held by Mr. Prydes wife | |
(10) | Does not include options to purchase 50,000 shares of common stock to be issued upon approval of the 2006 Stock Incentive Plan. | |
(11) | Does not include options to purchase 30,000 shares of common stock to be issued upon approval of the 2006 Stock Incentive Plan. | |
(12) | Does not include options to purchase 25,000 shares of common stock to be issued upon approval of the 2006 Stock Incentive Plan. | |
(13) | Includes shareholder warrants to acquire 100 shares of common stock which are currently exercisable. | |
(14) | Includes shareholder warrants to acquire 200 shares of common stock which are currently exercisable. |
HOLDING 5% OR MORE
NAME AND ADDRESS OF | NUMBER OF | PERCENT | ||
BENEFICIAL OWNER | SHARES(1) | OF CLASS | ||
Resource America, Inc | ||||
1845 Walnut Street, 10th Floor | ||||
Philadelphia, Pennsylvania 19103 | 178,171 | 9.9% |
(1) | Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”) under the Exchange Act, a person or entity is considered to beneficially own shares of Common Stock if the person or entity has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or direct the disposition of the shares. Unless otherwise indicated, a person has sole voting power and sole investment power with respect to the indicated shares. |
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Nonqualified | ||||||||||||||||
Deferred | ||||||||||||||||
Name and Principal | Stock | Option | Compensation | All Other | ||||||||||||
Position | Year | Salary | Bonus | Awards | Awards | Earnings | Compensation(1) | Total | ||||||||
Robert E. Farr President and CEO | 2006 | $135,000 | $0 | $0 | $0 | $0 | $0 | $135,000 | ||||||||
Richard J. Miller EVP and CFO | 2006 | $125,000 | $0 | $0 | $0 | $0 | $0 | $125,000 | ||||||||
Lance N. Krajacic EVP and Chief Lending Officer | 2006 | $125,000 | $0 | $0 | $0 | $0 | $0 | $125,000 |
(1) | Represents compensation earned and accrued in prior periods but paid in 2006 upon the opening of the Bank.. |
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1. | If the termination occurs after the first anniversary date, the executive is entitled to 6 months’ base salary. | ||
2. | If the termination occurs after the second anniversary date, the executive is entitled to 12 months’ base salary. |
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All Other | All Other | |||||||||
Stock Awards: | Option Awards: | |||||||||
Number of | Number of | Exercise or | ||||||||
Shares of | Securities | Base Price | Grant Date | |||||||
Stock or | Underlying | of Option | Fair Value of | |||||||
Grant | Units | Options | Awards | Option Awards | ||||||
Name | Date | (#) | (#) | ($ / Sh) | ($) | |||||
Robert E. Farr | N.A. | N.A. | N.A. | N.A. | N.A. | |||||
Richard J. Miller | N.A. | N.A. | N.A. | N.A. | N.A. | |||||
Lance N. Krajacic | N.A. | N.A. | N.A. | N.A. | N.A. |
(1) | The Company intends to issue 50,000, 30,000, and 25,000 options to Messrs. Farr, Miller and Krajacic, respectively, at an exercise price of $10.00 per share, subject to the approval by the Company’s shareholders of the 2006 Stock Incentive Plan. The options will vest ratably (1/3rd per year) over a three-year period beginning 7/26/2007 (the one-year anniversary of the Bank’s opening). The options will expire on 7/26/2017. |
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Option Awards | ||||||||
Number of | Number of | |||||||
Securities | Securities | |||||||
Underlying | Underlying | |||||||
Unexercised | Unexercised | Option | ||||||
Options | Options | Exercise | Option | |||||
(#) | (#) | Price | Expiration | |||||
Name | Exercisable | Unexercisable | ($) | Date | ||||
Robert E. Farr | N.A. | N.A. | N.A. | N.A. | ||||
Richard J. Miller | N.A. | N.A. | N.A. | N.A. | ||||
Lance N. Krajacic | N.A. | N.A. | N.A. | N.A. |
(1) | The Company intends to issue 50,000, 30,000, and 25,000 options to Messrs. Farr, Miller and Krajacic, respectively, at an exercise price of $10.00 per share, subject to the approval by the Company’s shareholders of the 2006 Stock Incentive Plan. The options will vest ratably (1/3rd per year) over a three-year period beginning 7/26/2007 (the one-year anniversary of the Bank’s opening). The options will expire on 7/26/2017. |
• | In the case of banking transactions, each transaction will be on substantially the same terms, including price or interest rate and collateral, as those prevailing at the time for comparable transactions with unrelated parties, and any banking transactions will not be expected to involve more than the normal risk of collectibility or present other unfavorable features to us; | ||
• | In the case of business transactions, each transaction will be on terms no less favorable than could be obtained from an unrelated third party; and | ||
• | In the case of all related party transactions, each transaction will be approved by a majority of the directors, including a majority of the directors who do not have an interest in the transaction. |
• | We engaged Cromwell Communications, a firm owned by former director Michael Cromwell (resigned 11/2006), to assist us with the preparation of marketing materials for our offering and other advertising materials for the Bank. The firm also assisted us in connection with the design of our logo and business cards. We paid Cromwell Communications approximately $22,778. | ||
• | We entered into an agreement with Schwartz Financial Group, an entity owned by organizers Gregory and Walter Schwartz, to provide brokerage and certain other administrative services in connection with the 401(k) Plan that we offer our employees. We paid Schwartz Financial Group a one-time set-up fee of $150 and a yearly fee of $500. Schwartz Financial Group is also expected to receive a commission of 25 basis points on any brokerage transaction that it executes in connection with the Plan. These fees would be paid directly by the respective mutual fund companies involved in the trade and included in the mutual fund’s annual administrative expenses. |
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William R. Aikens | Harry Cendrowski | Charles Kaye, Jr. | Donald Ruff |
$30,750
$0
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$0
$0
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x | PLEASE MARK VOTES AS IN THIS EXAMPLE | REVOCABLE PROXY BIRMINGHAM BLOOMFIELD BANCSHARES, INC. | For | With- hold | For All Except |
April 23, 2007
The undersigned shareholder of Birmingham Bloomfield Bancshares, Inc. (the “Company”), revoking all previous proxies, hereby constitutes and appoints Harry Cendrowski and Robert Stapleton, and each of them acting individually, as the attorney and proxy of the undersigned, with full power of substitution, for and in the name and stead of the undersigned, to attend the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Monday, April 23, 2007 at 9:30 a.m., local time, at the Birmingham Community House, 380 South Bates Street, Birmingham, Michigan, and to vote all shares of Common Stock of the Company which the undersigned would be entitled to vote if personally present at such Annual Meeting, and at any adjournment or postponement thereof; provided, that said proxies are authorized and directed to vote as indicated with respect to the following matter:
Please be sure to sign and date this Proxy in the box below. | Date | |||||
Shareholder sign above | Co-holder (if any) sign above | |||||
1. | To elect sixteen members of the Board of Directors. | o | o | o | ||||
Class I - Term Expiring in 2009 | ||||||||
Donald J. Abood, William R. Aikens, Jane L. Brodsky, Harry Cendrowski and Richard J. Miller | ||||||||
Class II - Term Expiring in 2010 | ||||||||
Donald E. Copus, Robert E. Farr, Charles Kaye, Scott McCallum, Daniel P. O’Donnell and Henry G. Spellman | ||||||||
Class III - Term Expiring in 2008 | ||||||||
John M. Farr, Charles T. Pryde, Donald Ruff, Walter G. Schwartz and Robert Stapleton | ||||||||
INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below. | ||||||||
For | Against | Abstain | ||||||
2. | To approve the 2006 Stock Incentive Plan. | o | o | o | ||||
3. | To transact such other business as may properly come before the Meeting. | o | o | o |
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s).IF NO DISCRETION IS MADE, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES FOR DIRECTOR.This proxy also delegates discretionary authority to the proxies to vote with respect to any other business which may properly come before the meeting or any adjournment or postponement thereof.