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) December 1, 2005
Unizan Financial Corp.
(Exact name of Registrant as Specified in Charter)
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| Ohio | | 0-13270 | | 34-1442295 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
220 Market Avenue South, Canton, Ohio 44702
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (330) 438-1118
Not Applicable
(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 (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 1.01 Entry into a Material Definitive Agreement.
On December 1, 2005, Unizan Financial Corp. entered into a Separation Agreement and General Release with James B. Baemel, formerly Executive Vice President, Corporate Banking. Mr. Baemel resigned from his position with Unizan Bank, National Association, effective November 23, 2005. Mr. Baemel’s responsibilities will be reassigned to other members of Unizan Bank’s senior management team through the closing of the anticipated merger with Huntington Bancshares Incorporated.
The Separation Agreement and General Release with Mr. Baemel (the “Separation Agreement”) provides that Unizan Financial Corp. will pay Mr. Baemel a lump sum amount of $372,860.00. Payment will be made to Mr. Baemel six months after termination of employment, provided the merger of Unizan Financial Corp. into and with Huntington Bancshares Incorporated has occurred by that time, and assuming Mr. Baemel has not exercised his revocation rights under the Separation Agreement by that time.
Item 1.02 Termination of a Material Definitive Agreement.
Payment under the Separation Agreement is in lieu of any benefits to which Mr. Baemel would be entitled under the Severance Agreement entered into between Unizan Financial Corp. and Mr. Baemel as of August 1, 2002 (the “Severance Agreement”). The Severance Agreement, previously filed as Exhibit 10.ak. to Unizan Financial Corp.’s Form 10-Q for the quarter ended September 30, 2002, is terminated as of December 1, 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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| | | Unizan Financial Corp. |
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| Date: December 1, 2005 | | By: | | /s/ James H. Nicholson
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| | | Its: | | Executive Vice President and Chief Operating Officer |
