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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): October 18, 2004
CENTRAL BANCORP, INC.
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(Exact Name Of Registrant As Specified In Charter)
MASSACHUSETTS 0-25251 04-3447594
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(State Or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
399 HIGHLAND AVENUE, SOMERVILLE, MASSACHUSETTS 02144
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(Address Of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 628-4000
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NOT APPLICABLE
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(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:
[ ] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 19, 2004, Central Bancorp, Inc. (the "Company"), its wholly
owned subsidiary, Central Co-operative Bank (the "Bank"), and Michael K. Devlin,
the Senior Vice President, Treasurer and Chief Financial Officer of the Company
and the Bank, entered into an Agreement and Release (the "Agreement"). Pursuant
to the Agreement, Mr. Devlin resigned from his positions with the Company and
the Bank effective October 18, 2004, and the Company, the Bank and Mr. Devlin
terminated their severance agreement dated as of February 25, 2002. Mr. Devlin
agreed to release and discharge the Company, the Bank and their affiliates,
officers, directors, employees, agents, successors and assigns (collectively,
the "Releasees") from all claims, demands, lawsuits, causes of action or
liabilities arising out of his employment with, or separation from, the Company
and the Bank, except for any claims arising from a breach of the Agreement, and
to never institute a claim of any kind against the Releasees or those associated
with the Releasees. The Agreement provides Mr. Devlin with a period of seven
days in which he may revoke this release, after which period the release is
irrevocable. Under the Agreement, Mr. Devlin will receive his base pay through
his termination date plus $6,100 for accrued and unused vacation leave. The
Agreement further provides that if Mr. Devlin does not revoke his release within
the seven-day period, the Company and the Bank will pay Mr. Devlin his base
salary for an additional three months and an additional cash payment equal to
the value of three months of the life insurance premiums that would have
otherwise been paid by the Bank had Mr. Devlin not terminated employment. A copy
of the Agreement is filed herewith as Exhibit 10.13.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Michael K. Devlin, the Senior Vice President, Treasurer and Chief
Financial Officer of Central Bancorp, Inc. (the "Company") and its wholly owned
subsidiary, Central Co-operative Bank (the "Bank"), resigned from his positions
with the Company and the Bank, effective October 18, 2004, in order to pursue
other interests. For further information, reference is made to the registrant's
press release dated October 21, 2004, which is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Effective October 21, 2004, the Board of Directors of the Company
appointed Paul S. Feeley, who currently serves as Senior Vice President and
Chief Information Officer of the Company and the Bank, to serve as the new
Treasurer and Chief Financial Officer of the Company and the Bank. For further
information, reference is made to the registrant's press release dated October
21, 2004, which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Paul S. Feeley, age 58, joined the Bank in July 1997 as Senior Vice
President, Treasurer and Chief
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Financial Officer and became Senior Vice President and Chief Information Officer
of the Company and the Bank in February 2002. Mr. Feeley is a member of the
Financial Managers Society of which he is a former local chapter President and
National Director. He is also a member of the Massachusetts Society of CPAs and
serves on its Financial Institutions Committee. From 1993 to 1997, Mr. Feeley
was Senior Vice President and Treasurer of Bridgewater Credit Union. Prior to
1993, Mr. Feeley was Executive Vice President, Chief Financial Officer and Clerk
of the Corporation at The Cooperative Bank of Concord, Acton, Massachusetts.
Executive officers of the Company are appointed annually by the Board of
Directors.
The Bank has entered into a severance agreement (the "Severance
Agreement") with Mr. Feeley. The Severance Agreement provides for a term of
three years and an automatic annual extension of the term for an additional
one-year period beyond the then-effective expiration date, unless either the
Bank or Mr. Feeley gives written notice that the Severance Agreement will not be
extended further. The Severance Agreement provides that in the event of his
involuntary termination of employment in connection with, or within one year
after, any change in control of the Company or the Bank, Mr. Feeley will be paid
within 10 days of such termination an amount equal to two times his annual base
salary at the rate just prior to the change in control provided, however, the
amount received shall in no event exceed the difference between (i) 2.99 times
his "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 he receives on account of the
change in control. "Control" generally refers to the acquisition, by any person
or entity, of the ownership, holding, or power to vote more than 25% of the
Company's or the Bank's voting stock, the control of the election of a majority
of the Company's or the Bank's directors, or the exercise of a controlling
influence over the management or policies of the Company or the Bank. In
addition, a change in control occurs when, during any consecutive two-year
period, directors of the Company or the Bank at the beginning of such period
cease to constitute a majority of the Board of Directors of the Company or the
Bank, unless the election of replacement directors was approved by a two-thirds
vote of the initial directors then in office. The Severance Agreement also
provides for a similar lump sum payment in the event of Mr. Feeley's voluntary
termination of employment within one year following a change in control, upon
the occurrence, or within 90 days thereafter, of certain specified events
following a change in control, which have not been consented to in writing by
Mr. Feeley, including (i) the requirement that he performs his principal
executive functions more than 35 miles away from his primary office, (ii) a
reduction in the his base compensation as in effect prior to the change in
control, (iii) the failure of the Company or the Bank to provide him with
compensation and benefits substantially similar to those provided to him at the
time of the change in control under any employee benefit plans in which he
becomes a participant, (iv) the assignment to them of material duties and
responsibilities other than those normally associated with his position with the
Bank, and (v) a material reduction in his authority and responsibility. In the
event that a dispute arises between Mr. Feeley and the Bank, as to the terms or
interpretation of the Severance Agreement, he will be reimbursed for all
reasonable expenses arising from such dispute.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are filed herewith:
Exhibit 10.13 Agreement and Release among Central Bancorp, Inc.,
Central Co-operative Bank and Michael K. Devlin,
dated October 20, 2004
Exhibit 99.1 Press Release dated October 21, 2004
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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.
CENTRAL BANCORP, INC.
Date: October 21, 2004 By: /s/ John D. Doherty
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John D. Doherty
Chairman of the Board, President
and Chief Executive Officer