UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A (AMENDMENT NO. 2)
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X[ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended June 30, 2003
Commission File Number: 0-22423
HCB BANCSHARES, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
OKLAHOMA 62-1670792
- ------------------------------- ----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
237 JACKSON STREET, CAMDEN, ARKANSAS 71701-3941
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (870) 836-6841
Securities registered pursuant to Section (b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class)
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 an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES NO X
--- ---
The aggregate market value of the voting stock held by non-affiliates of
the registrant at August 31, 2003 was approximately $18,991,000 based on the
closing sale price of the registrant's Common Stock as listed on the Nasdaq
SmallCap MarketSM as of December 31, 2002 ($16.00 per share). Solely for
purposes of this calculation, directors, executive officers and greater than 5%
stockholders are treated as affiliates.
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 1,450,230 shares of common
stock as of August 31, 2003.
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 Annual Report to Stockholders for the Fiscal Year Ended June
30, 2003. (Parts II and IV)
2. Portions of Proxy Statement for the 2003 Annual Meeting of Stockholders.
(Part III)
EXPLANATORY NOTE
- ----------------
This Amendment No. 2 to the Annual Report on Form 10-K/A for the fiscal
year ended June 30, 2003 of HCB Bancshares, Inc. (the "Company") is being filed
to update disclosure filed under Item 11, Executive Compensation, regarding
amended employment agreements for certain executive officers and to file copies
of such amended employment agreements and Amended and Restated Change-in-Control
Protective Agreements with certain executive officers.
1
PART III
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the cash and
noncash compensation for each of the three fiscal years ended June 30, 2003
awarded to or earned by the Company's President and Chief Executive Officer for
services rendered in all capacities to the Company and its subsidiaries.
LONG-TERM COMPENSATION
AWARDS
--------------------------
ANNUAL COMPENSATION/2/ RESTRICTED SECURITIES
FISCAL --------------------- STOCK UNDERLYING ALL OTHER
NAME AND POSITION/1/ YEAR SALARY BONUS AWARD(S) OPTIONS COMPENSATION/3/
- ------------------- ---- ------ ----- -------- ---------- ---------------
Charles T. Black 2003 $ 96,042 $ -- $108,600/4/ 25,000 $ 3,023
President and Chief Executive 2002 12,606 -- -- -- 242
Officer of the Company and
the Bank
Cameron D. McKeel 2003 $ 68,628 $ -- $ -- -- $118,632
President and Chief Executive 2002 103,935 -- -- -- 48,025
Officer of the Company and 2001 103,935 -- -- -- 63,527
the Bank
Vida H. Lampkin 2003 $119,858 -- -- -- $ 50,870
Chairman of the Board 2002 114,150 -- -- -- 96,975
of the Company and the Bank 2001 114,474 -- -- -- 139,035
- ----------
(1) Mr. Black was elected as President and Chief Executive Officer of the
Company and the Bank on May 22, 2003. Cameron D. McKeel retired as the Company's
and the Bank's President and Chief Executive Officer on February 17, 2003.
During the interim period Vida H. Lampkin served as the acting President and
Chief Executive Officer.
(2) Executive officers of the Company receive indirect compensation in the form
of certain perquisites and other personal benefits. The amount of such benefits
received by each named executive officer in fiscal year 2003 did not exceed 10%
of each executive officer's salary and bonus.
(3) For Mr. Black for fiscal 2003, includes life, health, dental and disability
insurance ($3,023); for Mr. McKeel for fiscal 2003, includes life, health,
dental and disability insurance ($4,256), the value of shares allocated under
the ESOP ($27,262), the annual contribution under the Bank's Directors'
Retirement Plan ($6,191), and payments made to Mr. McKeel in connection with the
termination of his employment with the Company and the Bank ($80,923); for Mrs.
Lampkin for fiscal 2003, includes life, health, dental and disability insurance
($3,404), the value of shares allocated under the ESOP ($30,547), and the annual
contribution under the Bank's Directors' Retirement Plan ($16,919).
(4) Amount shown in the table is based on the average of the high and low sales
price of the Common Stock of $18.10 as quoted on the Nasdaq SmallCap Market on
the date of grant, May 22, 2003. The restricted Common Stock awarded vests at
the rate of 25% per year beginning on the date of grant, with the first 25%
having vested on May 22, 2003. As of June 30, 2003, based on the average of the
high and low sale price of the Common Stock of $17.20, as reported on the Nasdaq
SmallCap Market, the aggregate value of the unvested 4,500 shares of restricted
Common Stock held by Mr. Black was $77,400. In the event the Company pays
dividends with respect to its Common Stock, when shares of restricted stock vest
and/or are distributed, the holder will be entitled to receive any cash
dividends and a number of shares of Common Stock equal to any stock dividends
declared and paid with respect to a share of restricted Common Stock between the
date the restricted stock was awarded and the date the restricted stock is
distributed, plus interest on cash dividends, provided that dividends paid with
respect to unvested restricted stock must be repaid to the Company in the event
the restricted stock is forfeited prior to vesting.
2
Option Grants in Fiscal Year 2003. The following table contains information
concerning the grant of stock options during the year ended June 30, 2003.
PERCENT POTENTIAL REALIZABLE
OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS/SARS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES FOR OPTION TERM/2/
OPTIONS/SARS IN FISCAL EXERCISE EXPIRATION ------------------
NAME GRANTED/1/ YEAR PRICE DATE 5% 10%
- ---- ---------- ---- ----- ---- -- ---
Charles T. Black 25,000 100% $18.10 05/22/13 $284,500 $721,250
- ----------
(1) All options were granted at an exercise price equal to the fair market value
of the Common Stock on the date of grant. 25% of the options vested on the date
of the grant, May 22, 2003, and 25% will vest on each anniversary date
thereafter.
(2) Based on the difference between the aggregate exercise price of the options
and the aggregate value of the underlying Common Stock at the expiration date
assuming the indicated annual rate of appreciation in the value of the Common
Stock from the date of grant, May 22, 2003.
Year-End Option/SAR Values. The following table sets forth information
concerning the number and potential realizable value at the end of the fiscal
year of options held by officers listed on the Summary Compensation Table.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ON EXERCISE VALUE REALIZED OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END/1/
----------- -------------- -------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
Charles T. Black -- $ -- 6,250 18,750 $ -- $ --
Cameron D. McKeel 47,612 434,460 -- -- -- --
Vida H. Lampkin -- -- 50,784 -- 410,081 --
- ----------
(1) Based on the difference between the fair market value of the underlying
Common Stock of $17.20, which was the average of the high and low sale price for
the Common Stock on June 30, 2003, as reported on the Nasdaq SmallCap Market,
and the exercise price of the options.
EMPLOYMENT AGREEMENTS
The Company and the Bank maintain separate employment agreements (the
"Employment Agreements") with Charles T. Black, who as of May 22, 2003 became
President and Chief Executive Officer of the Company and the Bank, and Vida H.
Lampkin, who served as President and Chief Executive Officer of the Bank and the
Company until December 16, 1999 and currently serves as Chairman of the Board
(together, the "Employees"). In such capacities, the Employees are responsible
for overseeing all operations of the Bank and the Company, and for implementing
the policies adopted by the Board of Directors. Such Boards believe that the
Employment Agreements assure fair treatment of the Employees in relation to
their careers with the Company and the Bank by assuring them of some financial
security.
Mr. Black's Employment Agreements provide for a term of 36 months, an
annual base salary of $120,000 and provides that upon the expiration of the
initial 36-month term, on each anniversary date of his Employment Agreements'
effective date, Mr. Black's term of employment will be extended for an
additional one-year period beyond the then effective expiration date. Mrs.
Lampkin's Employment Agreements provide for a term of one year and an annual
base salary of $119,858, and also provides that the Employment Agreement will be
extended for an additional one-year period beyond the then effective expiration
date. Extensions to each of the Employment Agreements are contingent upon a
determination by the Boards of Directors that the performance of the Employee
has met the required performance standards and that the Employee's respective
Employment Agreement should be extended. The Employment Agreements provide each
Employee with a salary review by the Boards of Directors not less often than
annually, as well as with inclusion in any discretionary bonus plans, retirement
and medical plans,
3
customary fringe benefits, vacation and sick leave. Each Employment Agreement
will terminate upon the Employee's death, may terminate upon the Employee's
disability and is terminable by the Bank for "just cause" (as defined in the
Employment Agreements). In the event of termination for "just cause," no
severance benefits are available. In the event of (i) the Employee's involuntary
termination of employment for any reason other than "just cause," or (ii) the
Employee's voluntary termination within 90 days of the occurrence of a "good
reason" (as defined in the Employment Agreements), the Employee will be entitled
to receive (a) his or her salary up to each Employment Agreement's expiration
date (the "Expiration Date") plus an additional 12-month salary, (b) a put
option requiring the Bank or the Company to purchase Common Stock held by the
Employee to the extent that it is not readily tradable on an established
securities market, and (c) at the Employee's election, either cash in an amount
equal to the cost of benefits the Employee would have been eligible to
participate in through the Expiration Date or continued participation in the
benefits plans through the Expiration Date. If the Employment Agreements are
terminated due to the Employee's "disability" (as defined in the Employment
Agreements), the Employee will be entitled to a continuation of his or her
salary and benefits through the date of such termination, including any period
prior to the establishment of the Employee's disability. In the event of the
Employee's death during the term of the Employment Agreements, his or her estate
will be entitled to receive his or her salary through the last day of the
calendar month in which the Employee's death occurred. The Employee is able to
voluntarily terminate his or her Employment Agreements by providing 90 days'
written notice to the Boards of Directors of the Bank and the Company, in which
case the Employee is entitled to receive only his or her compensation, vested
rights and benefits up to the date of termination.
In the event of (i) a "change in control," or (ii) the Employees'
termination for a reason other than just cause during the "protected period (as
defined in the Employment Agreements)," the Employees will be paid within 10
days following the later to occur of such events an amount equal to the
difference between (i) 2.99 times their "base amount," as defined in Section
280G(b)(3) of the Internal Revenue Code, and (ii) the sum of any other parachute
payments, as defined under Section 280G(b)(2) of the Internal Revenue Code, that
the Employee receives on account of the change in control. "Change in control"
generally refers to (i) the acquisition, by any person or entity, of the
ownership or power to vote more than 25% of the Bank's or Company's voting
stock, (ii) the transfer by the Bank of substantially all of its assets to a
corporation which is not an "affiliate" (as defined in the Employment
Agreements), (iii) a sale by the Bank or the Company of substantially all the
assets of an affiliate which accounts for 50% or more of the controlled group's
assets immediately prior to such sale, (iv) the replacement of a majority of the
existing Board of Directors by the Bank or the Company in connection with an
initial public offering, tender offer, merger, exchange offer, business
combination, sale of assets or contested election, or (v) a merger of the Bank
or the Company which results in less than seventy percent (70%) of the
outstanding voting securities of the resulting corporation being owned by former
stockholders of the Company or the Bank. The Employment Agreements provide that
within 10 business days of a change in control, the Bank shall fund, or cause to
be funded, a trust in the amount of 2.99 times the Employee's base amount, that
will be used to pay the Employee amounts owed to the Employee. The aggregate
payments that would be made to the Employees, assuming their termination of
employment under the foregoing circumstances at June 30, 2003, would have been
approximately $282,947 and $361,359 for Mr. Black and Mrs. Lampkin,
respectively. These provisions may have an anti-takeover effect by making it
more expensive for a potential acquiror to obtain control of the Company. In the
event that the Employee prevails over the Company and the Bank in a legal
dispute as to the Employment Agreements, the Employee will be reimbursed for his
or her legal and other expenses.
4
Under Mr. Black's Employment Agreements, if Mr. Black voluntarily
terminates employment for any reason within 30 days following a change in
control or for good reason within 12 months of the date of the change in control
or is terminated without just cause, the Company or the Bank will pay Mr. Black
an amount equal to his annual base compensation in effect on the date of the
change in control. Such sum would be paid in one lump sum within ten days of Mr.
Black's last day of employment with the Bank or successor thereto. In
consideration for this payment, Mr. Black agreed to certain "non-compete"
provisions contained in his Agreements, which prohibit him from (i) accepting
employment or serving in any capacity with any bank, savings bank or savings and
loan association the deposits or accounts or shares of which are insured by the
Federal Deposit Insurance Corporation or credit union the deposits or accounts
or shares of which are insured by the National Credit Union Administration or
any holding company for such bank, savings bank, savings and loan association or
credit union or other entity controlling, controlled by or under common control
with such financial institution at a principal place of employment in Ouachita,
Columbia and Union Counties for a period of 12 months following the termination
of his employment; (ii) soliciting or inducing any Bank or Company employee to
become employed with any other person or entity for one (1) year after his
termination of employment; or (iii) using or disclosing, directly or indirectly,
for his benefit or the benefit or another person or entity, any "proprietary
information" of the Bank and Company for a period of three (3) years following
the termination of his employment. In the event of a breach of any of the
foregoing provisions, the Bank and Company have the right to seek preliminary
and permanent injunctive relief, monetary damages and other remedies.
DIRECTOR COMPENSATION
General. Non-employee directors receive fees of $1,000 per month. This fee
includes any committee meeting(s), as well as service on the Board of Directors
of one or more subsidiaries of the Company. Employee directors do not receive
fees for service as directors. For fiscal year 2003, directors' fees totaled
$60,000. In addition, directors are eligible to receive awards under the
Company's Stock Option Plan and Management Recognition Plan. On May 22, 2003,
Mr. Charles T. Black was awarded 6,000 shares under the MRP, of which 25% vested
on the date of the award and 25% will vest on each of the three anniversary
dates thereafter.
Directors' Retirement Plan. The Bank's Board of Directors adopted a
directors' retirement plan, effective June 13, 1996, for directors who are or
were members of the Board of Directors at any time on or after the plan's
effective date, provided that an employee who becomes a director after June 30,
1996 will not become a participant unless the Board of Directors adopts a
specific resolution to that effect. On the first day of each calendar month,
each participant who is a director on said date, with the exception of Director
Lampkin, has his account credited with an amount equal to the product of $158.33
and the Safe Performance Factor for the preceding fiscal year. With the
exception of Director Lampkin, the aggregate principal credits to a director's
account may not exceed $38,000. The Safe Performance Factor is determined
annually by the Board taking into consideration the Company's performance as
compared to targets set for the fiscal year. In addition, each participant's
account is credited with a rate of return, on any vested amounts previously
credited, equal to any appreciation or depreciation determined according to the
participant's investment election. Amounts credited to the accounts of
participants other than Director Lampkin will be fully vested at all times. The
amount credited to Director Lampkin and former Director McKeel vested at the
rate of 1.18% for each full month of service as a director, starting with 15%
vested interest on January 1, 1996, and became fully vested on January 1, 2002.
During the year ended June 30, 2003, the Company accrued $16,919, $379, $3,209,
$2,470 and $6,191 under the directors' retirement plan for the benefit of
Directors Vida H. Lampkin, Carl E. Parker, Jr., Clifford O. Steelman and Bruce
D. Murry, and former Director Cameron D. McKeel, respectively.
Upon a non-employee director's termination of service on the Board due to
death, disability, or mandatory retirement due to age restrictions, the
director's account will be credited with an amount equal to the difference
between $38,000 and the amount previously credited to her or his account,
exclusive of investment returns. Distribution of account balances will be made
in cash, over a ten-year period, unless the participant elects to receive a lump
sum or annual installments over a period of less than ten years. If a
participant dies before receiving all benefits payable under the plan,
distribution will be made to her or his beneficiary or, in the absence of a
beneficiary, to her or his estate, in a lump sum, unless the participant has
elected to have the distribution made in installments over a period of up to ten
years. Benefits under the directors' plan are nontransferable. The Bank will pay
all benefits in cash from its general assets, and has established a trust in
order to hold assets with which to pay benefits. Trust assets will be subject to
the claims of the Bank's general creditors. In the event a participant prevails
over the Bank in a legal dispute as to the terms or interpretation of the
directors' plan, he or she will be reimbursed for his or her legal and other
expenses.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors consists of the
non-employee directors, which for fiscal 2003 consisted of Directors Akin,
Murry, Parker and Steelman. This committee reviews the performance of the
executive officers of the Company and its subsidiaries and recommends employee
compensation structures and amounts to the Board.
The Compensation Committee's compensation philosophy for all employees,
including executive officers, is to provide competitive levels of compensation,
integrate employees' pay with the achievement of the Company's performance
goals, reward exceptional corporate performance, recognize individual initiative
and achievement and assist the Company in attracting and retaining qualified
employees. The committee expressly endorses the position
5
that equity ownership by employees is beneficial in aligning employees' and
stockholders' interests in the enhancement of stockholder value.
Salaries are determined by evaluating the responsibilities of each position
and by reference to the competitive marketplace for qualified employees,
including with respect to executive officers comparisons of salaries for
comparable positions at comparable companies within the banking industry. Annual
salary changes are determined by evaluating changes in compensation in the
marketplace, the performance of the Company and the responsibilities and
performance of the employee.
For fiscal year 2003, the base salaries of the chief executive officer and
other executive officers were established in accordance with the foregoing
policies. The Compensation Committee reviewed proposed salaries for all bank
employees, individually and in total, then reviewed each executive's salary
history.
In establishing Mr. Black's compensation the Committee takes into account
his experience, tenure, abilities, job performance and other considerations. Mr.
Black's base salary is established in accordance with the terms of the
employment agreement entered into between the Company and Mr. Black on May 22,
2003 (see "Executive Compensation -- Employment Agreements") and is currently
$120,000.
Members of the Compensation Committee
F. Michael Akin
Bruce D. Murry
Carl E. Parker, Jr.
Clifford O. Steelman
6
STOCK PERFORMANCE
The following graph shows the cumulative total return on the Company's
Common Stock from June 30, 1998 through June 30, 2003 compared with the
cumulative total return of an Index for Nasdaq stocks of savings institutions
(U.S. Companies, SIC 6030-39) and an Index for the Nasdaq Stock Market (U.S.
Companies, all SICs) over the same period, as if $100 were invested on June 30,
1998 in the Company's Common Stock and each index. Total cumulative return on
the Common Stock or the index equals the total increase or decrease in value
since June 30, 1998, assuming reinvestment of all dividends paid. The
shareholder returns shown on the performance graph are not necessarily
indicative of the future performance of the Common Stock or of any particular
index.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
JUNE 30, 1998 THROUGH JUNE 30, 2003
[Line graph appears here depicting the cumulative total shareholder return of
$100 invested in the Common Stock as compared to $100 invested in all companies
whose equity securities are traded on the NASDAQ Stock Market and savings
institutions traded on the NASDAQ Stock Market. Line graph plots the cumulative
total return from June 30, 1998 to June 30, 2003. Plot points are provided
below.]
- ------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
6/30/98 6/30/99 /1/ 6/30/00 6/30/01 6/30/02 6/30/03
- ------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
HCB Bancshares, Inc. 100 64.45 43.29 92.21 110.80 129.83
- ------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
Nasdaq Savings Institutions 100 85.34 68.77 102.19 141.54 163.59
- ------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
Nasdaq Stock Market 100 143.67 212.43 115.14 78.44 87.29
- ------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
(1) The Common Stock was not listed on the Nasdaq Stock Market on June 30,
1999. The total return figure at June 30, 1999 is based on the closing
sales price for the Common Stock on that date. The Common Stock was
relisted on the Nasdaq SmallCap Market on November 22, 1999.
7
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------
(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:
Independent Auditors' Report
Consolidated Statements of Financial Condition as of June 30,
2003 and 2002
Consolidated Statements of Income and Comprehensive Income for
the years ended June 30, 2003, 2002 and 2001
Consolidated Statements of Stockholders' Equity for the years
ended June 30, 2003, 2002 and 2001
Consolidated Statements of Cash Flows for the years ended June
30, 2003, 2002 and 2001
Notes to Consolidated Financial Statements for the years ended
June 30, 2003, 2002 and 2001
(2) 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.
(3) 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 HCB Bancshares, Inc. *
3.2 Bylaws of HCB Bancshares, Inc. ****
4 Form of Common Stock Certificate of HCB Bancshares, Inc. *
10.1 Form of HCB Bancshares, Inc. 1997 Stock Option and Incentive Plan
*=
10.2 Form of HCB Bancshares, Inc. Management Recognition Plan and
Trust Agreement *=
10.3(a) Employment Agreement by and between Heartland Community Bank and
Vida H. Lampkin, as amended =
10.3(b) Employment Agreement by and between HCB Bancshares, Inc. and Vida
H. Lampkin, as amended =
10.4 Intentionally omitted.
10.5 Heartland Community Bank Directors' Retirement Plan, as
amended*=
10.6(a) Amended and Restated Change-in-Control Protective Agreement
between Heartland Community Bank and Scott A. Swain =
10.6(b) Amended and Restated Change-in-Control Protective Agreement
between HCB Bancshares, Inc. and Scott A. Swain =
10.7(a) Amended and Restated Employment Agreement by and between
Heartland Community Bank and Charles Black =
8
NO. DESCRIPTION
--- -----------
10.7(b) Amended and Restated Employment Agreement by and between HCB
Bancshares, Inc. and Charles Black =
10.8 Standstill Agreement dated August 29, 2001, by and among HCB
Bancshares, Inc. and Stilwell Value Partners IV, L.P., Stilwell
Associates, L.P., Stilwell Value LLC and Joseph Stilwell***
10.9 Amended and Restated Change-in-Control Protective Agreement
between HCB Bancshares, Inc., Heartland Community Bank and Paula
J. Bergstrom =
10.10 Change-in-Control Protective Agreement between HCB Bancshares,
Inc., Heartland Community Bank and Henry A. Pryor (1)=
10.11 Separation Agreement among Cameron D. McKeel, the Company and the
Bank (1)
13 Annual Report to Stockholders for the fiscal year ended June 30,
2003 (1)
21 Subsidiaries (1)
23.1 Consent of BKD, LLP (1)
23.2 Consent of Deloitte & Touche LLP (1)
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
32 18 USC Section 1350 Certification
* Incorporated by reference to the Company's Registration Statement on
Form SB-2 (File No. 333-19093).
** Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended June 30, 2000 (File No. 0-22423).
*** Incorporated by reference to the Company's Current Report on Form 8-K
filed on September 5, 2001 (File No. 0-22423).
**** Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2001 (File No. 0-22423).
= Management contract or compensatory plan or arrangement.
(1) Previously filed.
(b) REPORTS ON FORM 8-K. The Company filed the following Current
Reports on Form 8-K during the fourth quarter of the fiscal year ended June 30,
2003:
DATE OF REPORT ITEM(S) REPORTED FINANCIAL STATEMENTS FILED
-------------- ---------------- --------------------------
April 22, 2003 7,12 N/A
May 22, 2003 5,7 N/A
(c) EXHIBITS. The exhibits required by Item 601 of Regulation S-K are
either filed as part of this Annual Report on Form 10-K or incorporated by
reference herein.
9
(d) FINANCIAL STATEMENTS AND SCHEDULES EXCLUDED FROM ANNUAL REPORT.
There are no other financial statements and financial statement schedules which
were excluded from the Annual Report to Stockholders pursuant to Rule 14a-3(b)
which are required to be included herein.
10
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.
HCB BANCSHARES, INC.
Date: November 24, 2003 By:/s/ Charles T. Black
---------------------------------------------
Charles T. Black
President and Chief Executive Officer
(Duly Authorized Representative)
11