UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): May 21, 2009
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FIRST LITCHFIELD FINANCIAL CORPORATION
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(Exact name of Registrant as Specified in Charter)
Delaware 0-28815 06-1241321
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State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
13 North Street, Litchfield, Connecticut 06759
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 567-8752
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N/A
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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))
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Section 5. Corporate Governance and Management
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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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On May 21, 2009, the Boards of Directors of First Litchfield Financial
Corporation (the "Company") and its wholly-owned subsidiary, the First National
Bank of Litchfield (the "Bank"), adopted the First Amendment to Amended and
Restated Change of Control Agreement and the First Amendment to Amended and
Restated Executive Incentive Retirement Agreement with Joseph J. Greco,
President and Chief Executive Officer of the Company and the Bank, Carroll A.
Pereira, Treasurer of the Company and the Senior Vice President and Chief
Financial Officer of the Bank, Frederick F. Judd, III, Senior Vice President and
Senior Trust and Wealth Management Officer of the Bank and certain other
executive officers of the Bank and the First Amendment to Amended and Restated
Supplemental Executive Retirement Agreement with Mr. Greco, Ms. Pereira and
another executive officer of the Bank.
On December 12, 2008, the Company received from the Unites States
Treasury Department (the "Treasury") through the Troubled Asset Relief Program's
Capital Purchase Program the amount of Ten Million Dollars ($10,000,000) and
issued to the Treasury Ten Thousand (10,000) shares of its Fixed Rate Cumulative
Perpetual Preferred Stock, Series A, par value $0.00001 per share, and a Warrant
to purchase One Hundred Ninety-Nine Thousand, Two Hundred Three (199,203) shares
of its Common Stock, par value $0.01 per share. The purpose of the amendments to
the agreements adopted on May 21, 2009 is to bring them into compliance with
Section 111 of the Emergency Economic Stabilization Act of 2008 (the 2008 Act"),
as amended by the American Recovery and Reinvestment Act of 2009 (the "2009
Act"), as they relate to participants in the Capital Purchase Program by
providing that no payment shall be made or any benefit provided pursuant to the
agreements which, if made or provided, would violate applicable provisions of
the 2008 Act, the 2009 Act or compensation standards or regulations enacted by
the Treasury pursuant thereto.
The terms of the amendments to the agreements are as set forth in the
form of First Amendment to Amended and Restated Change of Control Agreement,
form of First Amendment to Amended and Restated Executive Incentive Retirement
Agreement and form of First Amendment to Amended and Restated Supplemental
Executive Retirement Agreement, each of which is included as an exhibit to this
Report on Form 8-K and is incorporated by reference into this Item 5.02. The
foregoing summary of the provisions of these documents is qualified in its
entirety by reference thereto.
Section 9. Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
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(d) Exhibits.
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Exhibit 10.1. Form of First Amendment to Amended and
Restated Change of Control Agreement.
Exhibit 10.2. Form of First Amendment to Amended and
Restated Executive Incentive Retirement
Agreement.
Exhibit 10.3. Form of First Amendment to Amended and
Restated Supplemental Executive Retirement
Agreement.
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 hereto duly authorized.
FIRST LITCHFIELD FINANCIAL CORPORATION
By /s/ JOSEPH J. GRECO
Joseph J. Greco
President and Chief Executive Officer
Dated: May 26, 2009
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