UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2008
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 0-53163
BCSB BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 26-1424764 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 4111 E. Joppa Road, Suite 300, Baltimore, Maryland | 21236 | |
| (Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number, including area code: (410) 256-5000
Securities registered pursuant to Section 12(b) of the Act:
| Common stock, par value $0.01 per share | Nasdaq Global Market | |
| (Title of Class) | (Name of exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
| Non-accelerated Filer | ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company | x | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value as of March 31, 2008 of voting and non-voting common equity held by non-affiliates was approximately $27,402,930. This information is based on the ownership information and closing sale price ($6.27 per share as listed on the Nasdaq Global Market) for BCSB Bankcorp, Inc. common stock as of March 31, 2008. BCSB Bancorp, Inc. became the successor registrant to BCSB Bankcorp, Inc. on April 10, 2008.
Number of shares of Common Stock outstanding as of December 16, 2008: 3,121,076
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the documents incorporated by reference and the Part of the Form 10-K into which the document is incorporated:
| 1. | Portions of the registrant’s Annual Report to Stockholders for the Fiscal Year Ended September 30, 2008. (Parts II and IV) |
EXPLANATORY NOTE
This Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended September 30, 2008 of BCSB Bancorp, Inc. is being filed to correct certain clerical errors in beneficial ownership information in the stock ownership table in “Part III, Item 12., Sections (a) and (b), Security Ownership of Certain Beneficial Owners and Security Ownership of Management” and to include a footnote to the Director Compensation table in Item 11 listing outstanding options at fiscal year end.
PART III
| Item 11. | Executive Compensation |
Summary Compensation Table
The following information is furnished for the principal executive officer and the next three most highly compensated executive officers of the Company whose total compensation for the year ended September 30, 2008 exceeded $100,000.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||
Joseph J. Bouffard | 2008 2007 | $
| 214,091 175,498 | $
| — — — | $
| 10,285 7,483 | $
| 41,368 24,630 | $
| — — | $
| 16,269 12,000 | $
| 282,013 219,611 | ||||||||
David M. Meadows | 2008 2007 |
| 203,093 178,686 |
| — — |
| — — |
| 4,491 — |
| — 5,655 |
| 19,470 12,685 |
| 227,054 197,026 | ||||||||
Bonnie M. Klein | 2008 2007 |
| 168,029 127,834 |
| — — |
| — — |
| — — |
| — 1,200 |
| 7,554 10,612 |
| 175,583 139,646 | ||||||||
Anthony R. Cole | 2008 2007 |
| 150,068 8,655 |
| — — |
| 4,691 394 |
| 10,108 873 |
| — — |
| — — |
| 164,867 9,922 | ||||||||
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| (1) | Reflects the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) for awards of restricted stock. For further information regarding the assumptions used to compute the expense recognized for restricted stock awards, see Note 12 to the Notes to the Consolidated Financial Statements appearing in Item 8 of this Annual Report on Form 10-K. |
| (2) | Reflects the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) based upon a fair value of $2.82 and $7.70 for options granted in 2008 and 2006, respectively, to Mr. Bouffard; $2.82 and $4.61 for options granted in 2008 and 2007, respectively, to Mr. Cole; $2.82 for options granted in 2008 to Mr. Meadows using the Black-Scholes option pricing model. For further information regarding the assumptions used to compute fair value, see Note 13 to the Notes to the Consolidated Financial Statements appearing in this Annual report on Form 10-K. |
| (3) | Consists of $1,200 and $5,655 of earnings in excess of 120% of the federal long term funds rate at September 30, 2008 for Ms. Klein and Mr. Meadows, respectively. |
| (4) | Details of the amounts reported in the “All Other Compensation” column are provided in the table below. The table excludes perquisites, which did not exceed $10,000 in the aggregate for each named executive officer: |
Item | Joseph J. Bouffard | David M. Meadows | Bonnie M. Klein | Anthony R. Cole | ||||||||
Market value as of the last business day of the year ended September 30, 2008 of allocations under the employee stock ownership plan | $ | — | $ | 3,943 | $ | 3,304 | $ | — | ||||
Amounts accrued under survivor income plan | 15,527 | 4,250 | — | |||||||||
Automobile allowance | 16,269 | — | — | — | ||||||||
Total | $ | 16,269 | $ | 19,470 | $ | 7,554 | $ | — | ||||
| (5) | Mr. Cole commenced employment on September 4, 2007. |
Outstanding Equity Awards at Fiscal Year End.The following table provides information concerning unexercised options and stock awards that have not vested as of September 30, 2008 for each named executive officer.
| Option Awards | Stock Awards | |||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | ||||||||||
Joseph J. Bouffard | — 2,106 | 10,528 8,422 | (2) (3) | $
| 11.61 28.44 | 01/08/2018 12/05/2016 | 3,351 | (4) | $ | 35,051 | ||||||
David M. Meadows | — 1,579 | 4,474 — | (2)
|
| 11.61 21.60 | 01/08/2018 07/24/2012 | 526 | (6) | 5,502 | |||||||
Bonnie M. Klein | — 1,579 | — — |
|
| — 21.60 | — 07/24/2012 | — — |
|
| — — | ||||||
Anthony R. Cole | — — | 874 5,264 | (2) (6) |
| 11.61 17.95 | 01/08/2018 09/19/2017 | 1,842 | (5) | 19,267 | |||||||
| (1) | Based upon the closing stock price for BCSB Bancorp common stock of $10.46 on September 30, 2008. |
| (2) | Stock options vest in four equal annual installments beginning on January 8, 2009. |
| (3) | Stock options vest in five equal annual installments beginning on December 5, 2007. |
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| (4) | 1,580 restricted stock awards vest in five equal annual installments beginning on December 5, 2008 and 1,771 restricted stock awards vest in four equal annual installments beginning on January 8, 2009. |
| (5) | 1,316 restricted stock awards vest in five equal annual installments commencing on December 5, 2007 and 526 restricted stock awards vest in four equal annual installments commencing on September 19, 2008. |
| (6) | Restricted stock awards vest in four equal annual installments beginning on .January 8, 2008. |
All shares and share prices have been adjusted to reflect the 0.5264 conversion ratio.
Employment Agreement.On November 27, 2006, Baltimore County Savings Bank executed an employment agreement with Joseph J. Bouffard under which he serves as President and Chief Executive Officer of Baltimore County Savings Bank. The employment agreement provides for a three-year term, subject to annual renewal by the board of directors for an additional year beyond the then-current expiration date. The material terms of the employment agreement also include that:
| • | Mr. Bouffard receives a base salary of $200,000 per year, subject to annual review by the Board of Directors; |
| • | Mr. Bouffard is eligible to receive bonuses or other incentive compensation at the discretion of the Board of Directors; |
| • | Mr. Bouffard received a restricted stock award covering 2,632 shares of BCSB Bancorp common stock, vesting in installments of 526 shares on the first anniversary of the grant date and continuing each anniversary thereafter until fully vested. Mr. Bouffard also received 10,528 stock options, vesting in installments of 2106 shares on the first anniversary of the grant date and continuing each anniversary thereafter until fully vested. The stock options will remain exercisable for a period of ten years from the grant date and will have an exercise price equal to the fair market value of BCSB Bancorp’s common stock on the grant date. Restricted stock awards and stock options will vest immediately upon a change in control; shares have been adjusted to reflect the conversion ratio of .5264 for the second-step conversion; |
| • | Mr. Bouffard participates in any life insurance, medical insurance, dental insurance, pension, profit sharing, retirement and other benefit programs and arrangements that Baltimore County Savings Bank may sponsor or maintain for the benefit of senior management employees and its employees generally; |
| • | Mr. Bouffard receives an automobile allowance and will be eligible for certain other fringe benefits described in the employment agreement; and |
| • | Baltimore County Savings Bank may terminate Mr. Bouffard’s employment for cause, in which case Mr. Bouffard would have no right to receive compensation or other benefits for any period after termination, except for already vested benefits. |
Under the terms of our employment agreement with Mr. Bouffard, upon involuntary termination of employment or voluntary termination under circumstances that constitute constructive termination, Mr. Bouffard will receive a lump sum salary continuation benefit equal 36 months’ base salary.
Our employment agreement with Mr. Bouffard further provides that in the event of termination due to disability, Mr. Bouffard will be entitled to the compensation and benefits provided for under the agreement for (i) any period during the term of the agreement and prior to the establishment of Mr. Bouffard’s disability during which he is unable to work due to such disability, or (ii) any period of disability prior to Mr. Bouffard’s termination of employment due to disability; provided, however, that any benefits paid pursuant to our long-term disability plan will continue as provided in such plan.
In addition, if, within one year after a change in control of BCSB Bancorp, Baltimore County Savings Bank terminates Mr. Bouffard’s employment without cause or Mr. Bouffard voluntarily terminates his employment, he will be entitled to receive a lump sum payment equal to 2.99 times his then-current annual base salary plus
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continued participation for up to three years in any benefit plans of Baltimore County Savings Bank that provide medical, dental and life insurance coverage upon terms no less favorable than the most favorable terms provided to senior executives. If such payments and benefits, either alone or together with other payments and benefits Mr. Bouffard has the right to receive from Baltimore County Savings Bank, would constitute an excess “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such payments and benefits will be reduced or revised by the amount, if any, which is the minimum necessary to result in no portion of such payments and benefits being non-deductible to Baltimore County Savings Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code.
Change-in-Control Severance Agreements. Baltimore County Savings Bank maintains change in control severance agreements with Messrs. Cole, Meadows and Ms. Klein. The agreements have a term ending on the earlier of (a) November 29, 2010 in the case of Mr. Cole or December 20, 2010 in the case of Mr. Meadows and Ms. Klein or (b) the date on which the employee terminates employment with Baltimore County Savings Bank. The term of the severance agreements may be extended for additional one-year periods beyond the then effective expiration date upon a determination by the Board of Directors that the performance of these individuals has met the required performance standards and that such severance agreements should be extended. The employee becomes entitled to collect severance benefits under the severance agreement in the event within the period beginning 12 months before a change of control and ending 18 months after a change of control the employee (i) is given a “change in duties,” as defined in the agreement, (ii) is involuntarily terminated for reasons other than “cause,” as defined, death or disability, or resigns following a change in duties, or (iii) voluntarily terminates employment for any reason within the 30-day period beginning on the date of a change of control. Under the agreement, a change in duties is defined to include a significant adverse change in the status, title, position, responsibilities, or scope of the employee’s authority or duties, assignment to the employee of any duties or responsibilities which are inconsistent with his or her status, title, or position, a material reduction in the employee’s total compensation, a diminution in the employee’s eligibility to participate in compensation plans, a relocation of the employee’s principal place of employment by more than 30 miles, or a reasonable determination by the board of directors that, as a result of a change of control and change in circumstances thereafter, the employee is unable to exercise the authorities, powers, functions or duties attached to his or her position.
In the event an employee becomes entitled to receive severance benefits, the employee will (i) be paid an amount equal to (i) 2.99 times the annualized cash compensation paid to the employee in the immediately preceding 12-month period (excluding board fees and bonuses), and (ii) will receive either cash in an amount equal to the cost to the employee of obtaining all health, life, disability and other benefits which the employee would have been eligible to participate in through the second annual anniversary date of his termination of employment or continued participation in such benefit plans through the second annual anniversary date of his termination of employment, to the extent the employee would continue to qualify for participation therein. Under the terms of severance agreements the employees will receive a lump sum cash payment within 10 business days of their termination of employment following a change of control.
These provisions may have an anti-takeover effect by making it more expensive for a potential acquiror to obtain control of BCSB Bancorp. In the event that one of these employees prevails over Baltimore County Savings Bank in a legal dispute as to the severance agreement, he or she will be reimbursed for legal and other expenses. In connection with the conversion, the severance agreements have been amended and restated to make BCSB Bancorp a guarantor of Baltimore County Savings Bank’s obligations under the severance agreements and to limit the payments to the employees in the event payments under the severance agreements together with other change in control benefits may result in a “parachute payment” under 280G of the Code. See“Employment Agreement” above for definition of parachute payment.
Supplemental Executive Retirement Plan. Baltimore County Savings Bank has entered into agreements with Mr. Meadows and Ms. Klein to provide them with supplemental retirement benefits. Each executive is entitled to his or her supplemental retirement benefit upon termination of employment (other than for cause) at or upon attaining age 65. If the executive terminates employment after attaining age 65, Baltimore County Savings Bank will pay Mr. Meadows and Ms. Klein and annual retirement benefit equal to 11.8% and 7.6%, respectively, of their final compensation. For purposes of the agreements, final compensation equals each executive’s highest three calendar year’s average cash compensation. We will pay the annual retirement benefit monthly over a period of 180 months. If the executive terminates employment before reaching 65 years of age, or is terminated by Baltimore
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County Savings Bank for any reason other than for cause, Baltimore County Savings Bank will pay Mr. Meadows and Ms. Klein a reduced annual benefit, based on amounts accrued for the executive prior to termination, commencing at age 65, over a 180-month period. Should an executive die while employed by Baltimore County Savings Bank or after payments have begun, a designated beneficiary will receive the balance owed to the executive on the date of death in the same method and manner as if the executive were still alive.
Survivor Income Plan.Baltimore County Savings Bank maintains a survivor income plan for the benefit of certain officers. Named executive officers Klein, and Meadows participate in the survivor income plan. The survivor income plan provides a benefit to survivors upon the death of the participant provided the participant is employed by Baltimore County Savings Bank and has been employed by Baltimore County Savings Bank for ten years at the time of death or terminates employment for any reason other than cause after attaining age 55 with ten years of service. Under this plan, upon their death, the respective beneficiaries of Ms. Klein and Mr. Meadows would receive a death benefit of $250,000, $100,000, respectively, payable in a lump sum within 90 days following death.
Director Compensation
The following table provides the compensation received by individuals who served as non-employee directors of the Company during the 2008 fiscal year. No tax-qualified or retirement-qualified compensation was provided to directors in fiscal 2008.
Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | ||||||
Henry V. Kahl | $ | 27,200 | $ | — | $ | 27,200 | |||
John J. Panzer | 24,400 | — | 24,400 | ||||||
Ernest A. Moretti | 26,800 | 1,057 | 27,857 | ||||||
H. Adrian Cox | 23,000 | — | 23,000 | ||||||
Michael J. Klein | 29,822 | — | 29,822 | ||||||
William J. Kappauf, Jr. | 32,822 | — | 32,822 | ||||||
William M. Loughran | 22,200 | — | 22,200 | ||||||
| (1) | Includes of contributions under our deferred compensation plan and cash distributions. |
| (2) | At September 30, 2008, Directors Kahl, Panzer, Moretti, Cox, Klein, Kappauf and Loughran had outstanding options to acquire 8,158, 3,158, 263, 7,895, 3,158, 3,158 and 3,158 shares of Company common stock, respectively. |
Fees. The Chairman of the Board of Directors receives a monthly retainer of $1,200 per month, and all other non-employee directors receive $1,000 per month. Each non-employee director also receives a fee of $400 per each regular and special Board meeting attended and $200 per committee meeting attended. Directors who serve as officers of BCSB Bancorp or Baltimore County Savings Bank do not receive additional compensation for their service as directors.
Deferred Compensation Plan. Baltimore County Savings Bank maintains the Baltimore County Savings Bank, F.S.B. Amended and Restated Deferred Compensation Plan, which incorporates two prior plans – the Baltimore County Savings Bank Deferred Compensation Plan and Baltimore County Savings Bank Cash Deferred Compensation Plan. The Deferred Compensation Plan provides members of the board of directors and selected executives with the ability to defer a portion of their compensation. The plan preserves a stock component of the prior plan. Prior to each plan year, each non-employee director may elect to defer receipt of all or part of his future fees (including retainers), and any other participant may elect to defer receipt of up to 25% of salary or 100% of bonus compensation into either the cash or stock-based plan. The plan also provides a 401(k) restoration matching
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contribution intended to make participants whole with respect to matching contributions Baltimore County Savings Bank would have made under the 401(k) plan but for certain limitations imposed by the qualified plan rules. Participants become fully vested after six years of service. On each September 30th, each director participant who has between three and 12 years of service as a director will have his account credited with $6,222. No director may receive credit for more than 12 years of service. A director participant who, after July 1, 1995, completes three years of service as a director, will have his account credited with $24,000 on the September 30 following his completion of three years of service. At the election of the participant, distributions may be made in a lump sum or installments.
Baltimore County Savings Bank has established a grantor trust and may, at any time or from time to time, make additional contributions to the trust. In the event of a change in control, Baltimore County Savings Bank will contribute to the trust an amount sufficient to provide the trust with assets having an overall value equal to the aggregate account balances under the Plan. The trust’s assets are subject to the claims of Baltimore County Savings Bank’s general creditors and are available for eventual payments to participants.
Director Retirement Benefits.Baltimore County Savings Bank has entered in agreements with its non-employee directors, except Mr. Moretti, to provide them with supplemental retirement benefits. Under the agreements, each director becomes entitled to an annual retirement benefit equal to $9,000, payable monthly for 15 years, if he terminates service after attaining age 70. If the director terminates service prior to age 70 (including by reason of death), Baltimore County Savings Bank will pay him a reduced annual benefit over 15 years, commencing at age 70.
Stock Benefit Plans.Directors are also eligible to receive awards under the Company’s stock option plan and management recognition plan. During the year ended September 30, 2008, non-employee directors did not receive any stock awards or stock options.
Reimbursement for Tax Advice. Baltimore County Savings Bank’s Board of Directors has also adopted a policy to reimburse designated directors and officers for expenses they incur in connection with professional tax, estate planning or financial advice they obtain related to the benefits they receive under the stock and non-stock related benefit plans of Baltimore County Savings Bank and BCSB Bancorp. Reimbursements are limited to $1,000 for each eligible individual during any fiscal year, with a one-time allowance not to exceed $5,000 for estate planning expenses. The level of annual reimbursements may be increased to $2,000 on a one-time basis in the event of a change in control of BCSB Bancorp. No reimbursements were made during the year ended September 30, 2008.
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| (a) and (b) | Security Ownership of Certain Beneficial Owners and Security Ownership of Management |
The following table provides information as of December 16, 2008 (i) with respect to any person or entity who was known to BCSB Bancorp to be the beneficial owner of more than 5% of the Company’s common stock, and (ii) as to the Company’s common stock beneficially owned by each director of the Company, the executive officers named in the “Summary Compensation Table” and all executive officers and directors as a group. A person may be considered to beneficially own shares of common stock over which he has, directly or indirectly, sole or shared voting or investment power.
| Shares of Common Stock Beneficially Owned at December 16, 2008 (1) | Percent of Class (2) | |||||
Persons Owning Greater than 5%: | ||||||
BCSB Bancorp, Inc. | 310,881 | (3) | 9.95 | % | ||
Employee Stock Ownership Plan, et. al. | ||||||
4111 E. Joppa Road, Suite 300 | ||||||
Baltimore, Maryland 21239 | ||||||
Castine Capital Management, LLC | 190,540 | (4) | 6.60 | |||
Paul Magidson | ||||||
One International Place, Suite 2401 | ||||||
Boston, Massachusetts 02110 | ||||||
Financial Edge Fund, L.P. | 311,724 | (5) | 9.99 | |||
Financial Edge-Strategic Fund, L.P. | ||||||
PL Capital, LLC | ||||||
PL Capital Advisors, LLC | ||||||
Goodbody/PL Capital, L.P. | ||||||
Goodbody/PL Capital, LLC | ||||||
John W. Palmer | ||||||
Richard J. Lashley | ||||||
20 East Jefferson Avenue, Suite 22 | ||||||
Naperville, Illinois 60540 | ||||||
| Directors: | ||||||
Joseph J. Bouffard | 33,636 | * | ||||
H. Adrian Cox | 13,835 | * | ||||
Henry V. Kahl | 12,912 | * | ||||
William M. Loughran | 16,305 | * | ||||
John J. Panzer, Jr. | 17,774 | * | ||||
Michael J. Klein | 30,341 | * | ||||
William J. Kappauf, Jr. | 4,710 | * | ||||
Ernest A. Moretti | 4,013 | * | ||||
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| Shares of Common Stock Beneficially Owned at December 16, 2008 (1) | Percent of Class (2) | ||||
Named Executive Officers: | |||||
Anthony Cole | 12,506 | * | |||
David M. Meadows | 8,448 | * | |||
Bonnie Klein | 9,290 | * | |||
All directors and executive officers of the Company as a group (12 persons) | 169,749 | 5.36 | % | ||
| * | Less than 1% of outstanding common stock |
| (1) | In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of the Company’s common stock if he or she has or shares voting or investment power with respect to such common stock. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares. Except as otherwise noted, ownership is direct, and the named individuals and group exercise sole voting and investment power over the shares of the Common Stock. The listed amounts include 7,895, 8,158, 3,158, 3,158, 3,158, 3,158, 263, 6,842, 1,270, 2,697, 1,579, 2,105 and 43,441, shares that Directors Cox, Kahl, Loughran, Panzer, Klein Kappauf, Moretti, Bouffard, Named Executive Officers Cole, Meadows and Klein, other executive officer Wernecke and all directors and executive officers of the Company as a group, respectively, have the right to acquire upon the exercise of options exercisable within 60 days of December 16, 2008. The listed amounts also include 442, 197, 131, 132 and 1,099 shares that Directors Bouffard and Moretti, Named Executive Officers Cole and Meadows and all directors and executive officers of the Company, as a group, respectively, with respect to which such persons will acquire the right to vote upon the vesting of restricted stock awards within 60 days of December 16, 2008. The listed amounts shown exclude shares held for the benefit of directors under the deferred compensation plan trust. The shares held in the deferred compensation plan trust are held for the benefit of directors in the following amounts: Mr. Cox, 7,597 shares; Mr. Kahl, 6,955 shares; Mr. Loughran, 4,715 shares; Mr. Panzer, 20,166 shares; Mr. Klein, 2,948 shares; Mr. Kappauf, 340 shares; and Mr. Moretti, 0 shares. Such directors bear the economic risk associated with such shares. The listed amounts do not include shares with respect to which Directors Henry V. Kahl, H. Adrian Cox and William J. Kappauf, Jr. have voting power by virtue of their positions as trustees of the trusts holding 199,493 shares under the Company’s Employee Stock Ownership Plan (the “ESOP”) and 58,878 shares under the Baltimore County Savings Bank, F.S.B. Deferred Compensation Plan, nor 22,293 shares as to which such individuals, along with Director Michael J. Klein, share dispositive power by virtue of their positions as directors of Baltimore County Savings Bank Foundation, Inc. (the “Foundation”), nor 8,746 shares with respect to which Directors Kahl, Cox, Panzer have voting power by virtue of their positions as trustees of the management recognition plan trust. ESOP shares are held in a suspense account for future allocation among participants as the loan used to purchase the shares is repaid. Shares held by the ESOP trust and allocated to the accounts of participants are voted in accordance with the participants’ instructions, and unallocated shares are voted in the same ratio as ESOP participants direct the voting of allocated shares or, in the absence of such direction, in the ESOP trustees’ best judgment. As of December 16, 2008, 95,550 shares had been allocated. Shares held by the deferred compensation plan trust are voted in the same proportion as the ESOP trustees vote the shares held in the ESOP trust. The shares held by the management recognition plan trust are voted in the same proportion as the shares held by the ESOP trust. Shares held by the Foundation are voted in the same ratio as all other shares of common stock are voted. |
| (2) | Based on a total of 3,121,076 shares of Common Stock outstanding as of December 16, 2008. |
| (3) | Includes 199,493 shares owned by the ESOP, 58,879 shares owned by the deferred compensation plan, 21,469 shares owned by the Bank’s 401(k) Plan, 8,746 shares owned by the management recognition plan |
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trust and 22,293 shares owned by the Foundation. Henry V. Kahl, H. Adrian Cox and William J. Kappauf, Jr., who serve as directors of the Company, serve as trustees of the ESOP and the deferred compensation plan. Such individuals share voting power over shares held by the ESOP and the deferred compensation plan and share dispositive power over shares held by the deferred compensation plan trust. Such individuals and Company Director Michael J. Klein serve as four of the Foundation’s nine directors and share dispositive power over shares held by the Foundation. Henry V. Kahl, H. Adrian Cox and John J. Panzer, Jr. who serve as directors of the Company, serve as trustees of the management recognition plan trust. The trustees of the management recognition plan trust share voting and dispositive power over the shares held by the management recognition plan trust. The Bank is the trustee of the 401(k) Plan assets invested in Company common stock, and in their capacities as directors of the Bank, Messrs. Kahl, Cox and Kappauf share voting and dispositive power over shares held by the 401(k) Plan. In their individual capacity, such individuals disclaim beneficial ownership of shares held by the ESOP, the deferred compensation plan, the management recognition trust, the 401(k) Plan and the Foundation. |
| (4) | The information set forth in this footnote is based solely on a review of the Schedule 13G filed with the SEC on July 22, 2008 by Castine Capital Management, LLC (“CCM”) and Paul Magidson, managing member of CCM. The Schedule 13G indicates ownership of 190,540 shares of common stock, over which CCM and Mr. Magidson share voting and dispositive power. |
| (5) | The information set forth in this footnote is based solely on a review of the Schedule 13D, as amended, filed with the SEC on December 15, 2008, which indicates beneficial ownership of: 164,771 and 67,491 shares by Financial Edge Fund, L.P. and Financial Edge-Strategic Fund, L.P., respectively, whose general partner is PL Capital, LLC of which Messrs. Palmer and Lashley are the managing members and share voting and dispositive power with Financial Edge Fund and Financial Edge-Strategic Fund over such shares; 79,410 shares held by Goodbody/PL Capital, L.P. whose general partner is Goodbody/PL Capital, LLC of which Messrs. Palmer and Lashley are the managing members and share voting and dispositive power with Goodbody/PL Capital, LLC over such shares; and 52 shares beneficially owned by Mr. Lashley in his individual capacity, over which he has sole voting and dispositive power. Mr. Palmer and Mr. Lashley are also the managing members of PL Capital Advisors, LLC, the investment advisor to Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P. and Goodbody/PL Capital, L.P. |
| (c) | Changes in Control |
Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.
| (d) | Equity Compensation Plans |
The following table sets forth certain information with respect to the Company’s equity compensation plans as of September 30, 2008.
| (a) | (b) | (c) | ||||
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||
Equity compensation plans approved by security holders | 86,151 | $18.99 | 0 | |||
Equity compensation plans not approved by security holders | 0 | 0 | 0 | |||
Total | 86,151 | $18.99 | 0 | |||
9
PART IV
| Item 15. | Exhibits and Financial Statement Schedules |
(a)List of Documents Filed as Part of this Report
(1)Financial Statements. The following consolidated financial statements are incorporated by reference from Item 8 hereof (see Exhibit 13):
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Financial Condition as of September 30, 2008 and 2007
Consolidated Statements of Operations for the Years Ended September 30, 2008, 2007 and 2006
Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2008, 2007 and 2006
Consolidated Statements of Cash Flows for the Years Ended September 30, 2008, 2007 and 2006
Notes to Consolidated Financial Statements
(b)Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K and is also the Exhibit Index.
No. | Description | |
| 3.1 | Articles of Incorporation of BCSB Bancorp, Inc. (1) | |
| 3.2 | Amended and Restated Bylaws of BCSB Bancorp, Inc. (1) | |
| 4.1 | Form of Common Stock Certificate of BCSB Bancorp, Inc. (1) | |
| 4.2 | Articles Supplementary establishing Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of BCSB Bancorp, Inc. (2) | |
| 4.3 | Form of stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A (2) | |
| 4.4 | Warrant to Purchase 183,465 Shares of Common Stock of BCSB Bancorp, Inc. (2) | |
| 4.5 | Indenture between BCSB Bankcorp, Inc. and Wells Fargo, N.A. dated June 30, 2002 (3) | |
| 4.6 | Form of Floating Rate Junior Subordinated Deferrable Interest Debenture (Exhibit A to Exhibit 4.5) (3) | |
| 4.7 | Indenture between BCSB Bankcorp, Inc. and Wells Fargo, N.A. dated September 30, 2003 (3) | |
| 4.8 | Form of Junior Subordinated Debt Securities (Exhibit A to Exhibit 4.7) (3) | |
| 10.1 | Employment Agreement by and between Baltimore County Savings Bank, F.S.B. and Joseph J. Bouffard +(1) | |
| 10.2* | Amendment to Employment Agreement by and between Baltimore County Savings Bank, F.S.B. and Joseph J. Bouffard + | |
| 10.3 | Amended and Restated Change in Control Severance Agreement by and between Baltimore County Savings Bank, F.S.B. and Bonnie M. Klein + (1) | |
| 10.4 | Amended and Restated Change in Control Severance Agreement by and between Baltimore County Savings Bank, F.S.B. and David M. Meadows+ (1) | |
| 10.5 | Amended and Restated Change in Control Severance Agreement between Baltimore County Savings Bank, F.S.B., BCSB Bancorp, Inc. and Anthony R. Cole + (1) | |
| 10.6* | Amendment to Change in Control Severance Agreement between Baltimore County Savings Bank, F.S.B., BCSB Bancorp, Inc. and Anthony R. Cole + | |
| 10.7 | Amended and Restated Change in Control Severance Agreement between Baltimore County Savings Bank, F.S.B. and Daniel R. Wernecke + (1) | |
| 10.8* | Form of Amendment to Change in Control Severance Agreement between Baltimore County Savings Bank, F.S.B. and each of David M. Meadows, Bonnie M. Klein and Daniel R. Wernecke + | |
| 10.9 | Supplemental Executive Retirement Agreement by Baltimore County Savings Bank, F.S.B. and Bonnie M. Klein + (1) | |
| 10.10 | Supplemental Executive Retirement Agreement by Baltimore County Savings Bank, F.S.B. and David M. Meadows + (1) | |
| 10.11 | Baltimore County Savings Bank, F.S.B. Amended and Restated Deferred Compensation Plan + (1) | |
| 10.12 | BCSB Bancorp, Inc. Management Recognition Plan and Trust + (1) | |
10
| 10.13 | BCSB Bancorp, Inc. 1999 Stock Option Plan + (1) | |
| 10.14 | Baltimore County Savings Bank, F.S.B. Supplemental Director Retirement Agreement + (1) | |
| 10.15 | Baltimore County Savings Bank, F.S.B. Survivor Income Plan + (1) | |
| 10.16 | Agreement and General Release among BCSB Bancorp, Inc., Baltimore County Savings Bank, M.H.C. and Baltimore County Savings Bank, F.S.B. and William M. Loughran (1) | |
| 10.17 | Letter Agreement and related Securities Purchase Agreement – Standard Terms, dated December 23, 2008, between BCSB Bancorp, Inc. and United States Department of the Treasury (2). | |
| 10.18 | Form of Waiver executed by each of Joseph J. Bouffard, Anthony R. Cole, David M. Meadows and Bonnie M. Klein (2) | |
| 10.19 | Form of Letter Agreement between BCSB Bancorp, Inc. and each of Joseph J. Bouffard, Anthony R. Cole, David M. Meadows and Bonnie M. Klein (2) | |
| 10.20 | Trust Preferred Securities Guarantee Agreement by and between BCSB Bankcorp, Inc. and Wells Fargo, N.A. dated June 30, 2002 (3) | |
| 10.21 | Guarantee Agreement by and between BCSB Bankcorp, Inc. and Wells Fargo, N.A. dated September 30, 2004 (3) | |
| 14* | Code of Ethics | |
| 21* | Subsidiaries of the Registrant | |
| 23.1* | Consent of Stegman & Company | |
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer | |
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer | |
| 32 | Section 1350 Certifications | |
| * | Previously filed. |
| + | Management contract or compensatory agreement or arrangement. |
| (1) | Incorporated herein by reference from the Company’s Registration Statement on Form S-1 (File No. 333-148745). |
| (2) | Incorporated herein by reference from the Exhibits to Form 8-K filed with the Securities and Exchange Commission on December 23, 2008. (File No. 0-24589). |
| (3) | Incorporated herein by reference from BCSB Bankcorp, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2003 (File No. 0-24589). |
(2)Incorporated herein by reference into this document from the Exhibits to Form 8-k filed with the Securities and Exchange Commission on December 23, 2008.
(c)Financial Statement Schedules. All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BCSB BANCORP, INC. | ||||
| April 1, 2009 | /s/ Joseph J. Bouffard | |||
| Joseph J. Bouffard | ||||
| President and Chief Executive Officer | ||||
