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): November 23, 2005
WAYNE SAVINGS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23433 31-1557791
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
151 N. Market St., Wooster, Ohio 44691
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 264-5767
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 (see General Instruction A.2 below):
___ 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 5.02 Departure of Directors or Principal Offices; Election of Directors;
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Appointment of Principal Officers
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On November 23, 2005, Wayne Savings Bancshares, Inc., (the "Company")
issued a press release announcing changes in management and an estimated
financial effect for the quarter ending December 31, 2005 due to the unexpected
death of Chairman, President and Chief Executive Officer Charles F. Finn and the
retirement of Executive Vice President and Chief Operating Officer Wanda
Christopher-Finn. A copy of the press release, dated November 23, 2005, is
attached as Exhibit 99 to this report. The press release is being furnished to
the SEC and shall not be deemed to be "filed" for any purpose.
The Board of Directors of the Company, at its meeting on November 22,
2005, appointed Phillip E. Becker as President, Chief Executive Officer and
Director of the Company and its wholly-owned subsidiary, Wayne Savings Community
Bank (the "Bank"). The Company did not appoint a new Executive Vice President
and Chief Operating Officer.
Mr. Becker, who is 61 years old, served as Executive Vice President and
Chief Lending Officer of the Bank between January 2005 and his appointment as
President and Chief Executive Officer. Prior to joining the Bank, Mr. Becker was
Vice President of Wayne County National Bank, Wooster, Ohio, from August 1999 to
December 2004. Mr. Becker is not related to any director or other executive
officer of the Company or the Bank by blood, marriage or adoption. Mr. Becker
has not been a party to any transaction with the Company in which the amount
exceeds $60,000 and in which he had a direct or indirect material interest.
Mr. Becker has an employment agreement with the Bank which provides for
a term of 24 months. On each anniversary date, the agreement may be extended for
an additional 12 months. The agreement provides for termination by the Bank for
cause at any time. In addition, under the agreement, Mr. Becker is entitled to
severance in an amount equal to two times his highest annual base salary and
bonus under certain circumstances set forth in the agreement.
Item 9.01 Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. Description
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99 Press release, dated November 23, 2005
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.
WAYNE SAVINGS BANCSHARES, INC.
DATE: November 23, 2005 By: /s/ H. Stewart Fitz Gibbon III
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H. Stewart Fitz Gibbon III
Senior Vice President
Chief Financial Officer