UNITED STATES
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) March 24, 2006
AmericasBank Corp.
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(Exact name of registrant as specified in its charter)
Maryland 000-22925 52-2090433
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
500 York Road, Towson, Maryland 21204
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(Address of principal executive offices) (Zip Code)
(443) 823-0500
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(Registrant's telephone number, including area code)
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 24, 2006, AmericasBank (the "Bank"), a wholly owned subsidiary
of AmericasBank Corp. (the "Company"), entered into an Employment Agreement (the
"Employment Agreement") with William J. Allen (the "Employee") in connection
with his appointment as an executive officer. The Employment Agreement became
effective on April 3, 2006 (the "Effective Date").
Pursuant to the Employment Agreement, the Employee will serve as the
Senior Vice President and Mortgage Division Manager of the Bank. The Employment
Agreement has an initial term of two years. After the first anniversary date and
continuing on each anniversary date thereafter, the Employment Agreement will be
extended for an additional year such that the remaining term shall be two years
unless written notice of non-renewal is provided to the Employee at least ten
and not more than 30 days prior to the anniversary date.
The agreement initially provided for a salary of $110,000. Commencing
on the first pay period following the Employee's first anniversary, so long as
the Employee remains in good standing and the Bank achieves its profit plan for
2006, the Employee's salary will increase to $125,000. Thereafter, the
Compensation Committee of the Board or Directors will review the base salary and
bonus structure of the Employee. The Employee also will be entitled to annual
bonuses based on the performance of the Bank and the Bank's mortgage division.
The Employment Agreement provides that it is the intention to award the Employee
options to acquire 10,000 shares of Company common stock by December 31, 2006,
and the Employee's base salary will be increased by 10% if the intended
incentive stock options are not awarded by such date.
The Employment Agreement terminates upon the Employee's death or
permanent disability or by mutual written agreement. In addition, the Employee
may terminate the agreement within six months following a "change in control,"
as described below, for "good reason," as described below or without good reason
by providing sixty days prior written notice. "Good Reason" is defined in the
Employment Agreement as a material diminution in the powers, responsibilities,
compensation, benefits or duties of the Employee, a material breach of any
provision of this Agreement by the Bank, a change in the location of the
principal office of Employee more than 35 miles from its existing location, a
regulatory agency declares the Bank insolvent and appoints a receiver, or a
change in the duties of Employee which requires Employee to spend more than 45
normal working days away from Employee's principal office duing any 12-month
period. The Bank may terminate the Employment Agreement for certain events
constituting "cause," as described in the Employment Agreement. The Bank may
also terminate the agreement without cause upon 60 days prior written notice to
the Employee.
If the Employee terminates the Employment Agreement for good reason, or
if the Bank terminates the Employee's employment without cause and a change in
control has not occurred within the immediately preceding six months, then the
Employee is entitled to severance pay and liquidated damages in amount equal to
four times his monthly base salary, to be paid in equal monthly installments.
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For each completed year of employment with the Bank, the severance pay and
liquidated damages will increase by an amount equal to the Employee's monthly
base salary to a maximum payment of nine times the Employee's monthly base
salary. The severance payment and liquidated damages are reduced to the extent
the Employee receives compensation from another employer.
Pursuant to the Employment Agreement, a "change in control" will occur
upon:
o The acquisition by any person or persons acting in
concert of 50% or more of any class of voting securities
of the Bank or the Company or any other acquisition of
control under the regulations of the Board of Governors of
the Federal Reserve System;
o The approval, by the stockholders of either the Bank or
the Company of a reorganization, merger or consolidation,
with respect to which persons who were the stockholders of
either the Bank or the Company, as the case may be,
immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more
than 50% of the combined voting power entitled to vote in
the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities;
or
o The sale, transfer or assignment of all or substantially
all of the assets of the Bank or the Company to any third
party.
In the event a change in control has occurred and the Employment
Agreement is terminated by the Bank or by the Employee within six months
following the change in control, the Employee would be entitled to receive 75%
of his annual base salary if the price paid by an acquirer for the Bank's or
Company's voting securities, voting control or assets is equal to or less than
200% of the Bank's or Company's book value or 100% of his annual base salary if
such price is more than 200% of such book value. However, if the aggregate of
the payments provided for in the Employment Agreement and other payments and
benefits which the Employee has the right to receive from the Bank (the "Total
Payments") would constitute a "parachute payment," as defined in Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), the
Employee will receive the Total Payments unless (a) the after-tax amount that
would be retained by the Employee (after taking into account all federal, state
and local income taxes payable by the Employee and the amount of any excise
taxes payable by the Employee under Section 4999 of the Internal Revenue Code
that would be payable by the Employee (the "Excise Taxes")) if the Employee were
to receive the Total Payments has an aggregate value less than (b) the after-tax
amount that would be retained by the Employee (after taking into account all
federal, state and local income taxes payable by the Employee) if the Employee
were to receive the Total Payments reduced to the largest amount as would result
in no portion of the Total Payments being subject to Excise Taxes (the "Reduced
Payments"), in which case the Employee would be entitled only to the Reduced
Payments.
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The Employment Agreement provides that if the Employment Agreement is
terminated for any reason other than upon the mutual agreement of the parties,
for a period equal to the greater of six months or the period during which the
Employee is to be paid monthly termination payments, the Employee will not
engage in any business which is the same as or essentially the same as the
business of the Bank within the geographic area encompassed in a radius of 20
miles of the main office of the Bank, either directly or indirectly, on the
Employee's own behalf or in the service or on behalf of others, as a principal,
partner, officer, director, manager, supervisor, administrator, executive
employee or in any other capacity which involves duties and responsibilities
similar to those undertaken for the Bank, except on behalf of or with the prior
written consent of the Bank.
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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.
Date: April 6, 2006 AmericasBank Corp.
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(Registrant)
By: /s/ Mark H. Anders
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Mark H. Anders
President and Chief Executive Officer
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