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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 22, 2001
SECURITY FINANCIAL BANCORP, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-27951 35-2085053
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(State or other) (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
9321 Wicker Avenue, St. John, Indiana 46373
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (219) 365-4344
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ITEM 5. OTHER EVENTS.
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The Company's 2001 Annual Meeting of Stockholders (the "2001 Meeting") has
been scheduled for October 23, 2001. The Company issued a press release
announcing this meeting date on July 13, 2001 (the "Press Release"), 102 days
prior to the meeting. Under the Company's bylaws, notice of an intent to conduct
business or nominate directors must be received by the Company not less than
ninety days prior to the date of the annual meeting, provided that in the event
that less than one hundred days notice or disclosure of the date of the meeting
is given or made to stockholders, notice to be timely must be received not later
than the close of business on the tenth day following the date on which
disclosure of the meeting date is made.
On July 30, 2001, the Company received a notice from Vincent Cainkar, a
stockholder of the Company, purporting to nominate directors for election at the
2001 meeting. The Company advised Mr. Cainkar that his nominations were
untimely, as they were received by the Company less than ninety days prior to
the date set for the 2001 meeting.
On August 22, 2001, PL Capital LLC and certain persons affiliated with it
(including two of the Company's present directors) filed a lawsuit in the Court
of Chancery of the State of Delaware against the Company and its remaining
directors styled PL Capital LLC et al. V. Bonaventura, et al., Civil Action No.
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19068 (the "Action"). The Action alleges that the Press Release was not reported
by any news service and that the date of the 2001 Meeting was not otherwise
disclosed to the Company's stockholders, and that the time for stockholders to
provide notices of business or nominations for the 2001 Meeting has not yet run.
The Action seeks (i) a declaration that proper notice of the 2001 Meeting has
not been given and that the directors of the Company (other than the plaintiffs)
have breached their fiduciary duties, and (ii) attorneys fees. The Company
intends to defend the Action vigorously. While the outcome of the Action cannot
be predicted with certainty, the Company believes that sufficient notice of the
2001 Meeting was given such that Mr. Cainkar's purported notice of intent to
nominate directors was untimely.
The Company issued a press release relating to the complaint on August 27,
2001.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
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Exhibit 99.1 Press Release dated August 27, 2001.
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SIGNATURE
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 thereunto duly authorized.
SECURITY FINANCIAL BANCORP, INC.
Date: August 27, 2001 By: /s/ John P. Hyland
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John P. Hyland
President and Chief Executive Officer