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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): April 12, 2008
PULASKI FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Missouri 0- 24571 43-1816913
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
12300 Olive Boulevard, St. Louis, Missouri 63141
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(Address of principal executive offices) (Zip Code)
(314) 878-2210
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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))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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On April 12, 2008, Pulaski Financial Corp. (the "Company"), the parent
of Pulaski Bank (the "Bank"), announced its financial results for the quarter
ended March 31, 2008. The press release announcing financial results for the
quarter ended March 31, 2008 is filed as Exhibit 99.1 and incorporated herein by
reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
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APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
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CERTAIN OFFICERS.
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(b) On April 12, 2008, William A. Donius, President and Chief Executive
Officer of the Company and Chief Executive Officer of the Bank, resigned,
effective as of April 30, 2008. The press release announcing Mr. Donius'
resignation is filed as Exhibit 99.1 and incorporated herein by reference.
(c) On April 12, 2008, Gary W. Douglass was appointed to serve as
President and Chief Executive Officer of the Company and Chief Executive Officer
of the Bank, effective May 1, 2008. Mr. Douglass currently serves as Executive
Vice President, Finance and Chief Financial Officer of CPI Corp. (NYSE: CPI), a
leading portrait studio operator in North America, headquartered in St. Louis.
Age 57.
The press release announcing his appointment is filed as Exhibit 99.1
and incorporated herein by reference.
(e) In connection with Mr. Donius' resignation, on April 12, 2008, the
Company and Mr. Donius entered into a Separation and Release Agreement, pursuant
to which Mr. Donius' employment agreements with the Company and the Bank were
each terminated. Under the Separation and Release Agreement, Mr. Donius will
receive a lump sum cash payment of $1,450,000 and the continuation of health,
life and disability insurance for a period of 36 months. The agreement further
provides that Mr. Donius will be appointed as Chairman of the Board of the Bank
through April 30, 2009 and be a consultant to the Company for a period of 36
months, for which he will receive $100,000 for each 12-month period of service.
The agreement provides Mr. Donius with the ability to exercise his vested stock
options through the period ending ninety days after the end of his consultancy
period. The agreement also provides that Mr. Donius and his affiliates and
associates will not take certain actions in opposition of management or seek a
business combination, exchange offer, tender offer, merger or other corporate
transaction for the Company for a 36-month period.
In connection with Mr. Douglass' appointment, the Company and the Bank
entered into an employment agreement with Mr. Douglass, effective as of May 1,
2008. The agreement provides for an initial term of three years. However,
beginning on the first anniversary of the effective date of the agreement, the
term of the agreement shall be extended by one day each day so that the
remaining term shall be two years unless Mr. Douglass or the Board of Directors
elects not to extend the term. The initial annual base salary under the
employment agreement is $325,000. The employment agreement also provides for
participation in employee benefit plans and programs maintained by the Company
and the Bank for the benefit of their employees, including discretionary
bonuses, participation in medical, dental, pension, disability, retirement and
stock-based compensation plans and certain fringe benefits described in the
agreements. The
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agreement also provides for the payment of dues for one civic and/or social
club. Also, under the agreement, Mr. Douglass was granted 100,000 options, which
will vest in five equal annual installments beginning on the first anniversary
of the date of grant.
Pursuant to the employment agreement, upon termination of Mr. Douglass'
employment for cause, as defined in the agreement, Mr. Douglass will receive no
further compensation or benefits under his agreement. If the Company or the Bank
terminates Mr. Douglass for a reason other than cause, or if Mr. Douglass
resigns for good reason (as defined in the agreement), Mr. Douglass or, upon his
death, his beneficiary, will receive a severance benefit equal to two times the
sum of his (1) then current base salary and (2) the bonus paid by the Company
and/or the Bank for the last fiscal year, payable ratably over a two-year
period. In addition, Mr. Douglass will receive medical insurance benefits for
the twenty-four month period following his termination date.
Under the employment agreement, if a change in control (as defined in
the agreement) occurs during the term of the agreement and, thereafter, Mr.
Douglass is involuntarily terminated, or terminates voluntarily for good reason,
he will receive a lump sum cash payment equal to two times his (1) then current
base salary and (2) the bonus paid by the Company and/or the Bank for the last
fiscal year. Mr. Douglass would also be entitled to receive a tax
indemnification payment if payments under the employment agreement trigger
liability under Section 280G of the Internal Revenue Code for the excise tax
applicable to "excess parachute payments." Under applicable law, the excise tax
is triggered by change in control-related payments that equal or exceed a "base"
amount that is three times the executive's average taxable income over the five
years preceding the change in control. The excise tax equals 20% of the amount
of the payment in excess of the executive's base amount. In addition, Mr.
Douglass will receive medical insurance benefits for the twenty-four month
period following the termination date.
Upon termination of employment (other in connection with a change in
control), Mr. Douglass will be required to adhere to a two-year non-competition
provision. Additionally, the agreement requires Mr. Douglass not to solicit the
services of any employee or officer of the Bank (including an individual who was
an officer or employee of the Bank during the one-year period following Mr.
Douglass' termination) for two years after Mr. Douglass' employment termination.
The Company will file copies of the executed employment agreement and
separation and release agreement as exhibits to its Quarterly Report on Form
10-Q for the quarter ended March 31, 2008.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
Number Description
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99.1 Press Release Dated April 12, 2008
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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 thereunto duly authorized.
Date: April 16, 2008 By: /s/ William A. Donius
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William A. Donius
Chief Executive Officer