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): January 24, 2007
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On January 25, 2007 Central Bancorp, Inc. (the "Company") entered into
an agreement, subject to the financing arrangement discussed below and other
conditions, to purchase 109,600 shares of the Company's common stock at a price
of $33.00 per share from Mendon Capital Advisors Corp. and affiliates
(collectively, "Mendon"). The shares to be purchased by the ESOP represent
approximately 6.7% of the Company's outstanding shares. After the purchase, the
ESOP will hold approximately 24.9% of the Company's outstanding shares,
including shares allocated to participants. Separately, John D. Doherty, the
Company's President and Chief Executive Officer, agreed, also subject to
conditions, to purchase the remaining 13,400 shares of the Company's common
stock owned by Mendon, also at a price of $33.00 per share, which purchase
facilitates the ESOP's purchase.
Completion of the purchase is subject to the issuance by the Company of
approximately $6 million of trust preferred securities to finance, through loans
to the ESOP, the ESOP's purchase of the shares from Mendon and its refinance of
an existing loan from an independent financial institution used to fund a
previous purchase of the Company common stock. The agreement also includes a
provision restricting Mendon or any of its affiliates from knowingly acquiring
or offering to acquire shares of the Company's securities, either directly or
indirectly, for a period of five years following the closing of the transaction
without the prior written approval of the Company's Board of Directors.
A copy of the Stock Purchase Agreement dated January 25, 2007 is
attached to this Report as Exhibit 99.1 and incorporated herein by reference.
Additionally, a press release announcing the transaction is attached to this
Report as Exhibit 99.2 and furnished herewith.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
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FISCAL YEAR
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On January 24, 2007, the Company's Board of Directors amended Article
II of the Company's Bylaws to opt out of the control share acquisition
provisions set forth in Title XV, Chapter 110D of the Massachusetts General
Laws. A copy of the Company's Amended and Restated Bylaws is attached to this
Report as Exhibit 3.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits. The following exhibits are filed herewith:
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Exhibit 3.1 Amended and Restated Bylaws
Exhibit 99.1 Stock Purchase Agreement dated January
25, 2007
Exhibit 99.2 Press Release dated January 25, 2007
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: January 25, 2007 By: /s/ Paul S. Feeley
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Paul S. Feeley
Senior Vice President, Treasurer and
Chief Financial Officer