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): December 8, 2005
SOUND FEDERAL BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-24811 22-3887679
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1311 Mamaroneck Avenue, Suite 190, White Plains, New York 10605
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 761-3636
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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 (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 1.01 Entry into a Definitive Material Agreement.
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On December 8, 2005 the Boards of Directors of Sound Federal Bancorp, Inc.
and its wholly owned subsidiary, Sound Federal Savings (the "Bank," and
collectively with Sound Federal Bancorp, Inc., the "Company"), amended and
restated the Company's Director Retirement Plan, Non-Qualified Supplemental
Executive Retirement Agreement, Director Deferred Fee Plan and Severance Plan
for Key Employees, each effective as of January 1, 2005, in response to the new
requirements under Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code"). The amended and restated plans are attached as exhibits to this
filing.
Also on December 8, 2005 the Company and the Bank each amended their
existing employment agreement with president and chief executive officer Richard
P. McStravick and chief financial officer Anthony J. Fabiano. The agreements
also were amended in response to the new requirements. Under the amended
agreements the executives shall be entitled to severance payments upon the
occurence of a change in control of the Company, as defined in the agreement.
The amended employment agreements are attached as exhibits to this filing.
Item 9.01 Financial Statements and Exhibits
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(a) Financial Statements of businesses acquired. Not Applicable.
(b) Pro forma financial information. Not Applicable.
(c) Exhibits.
The following Exhibits are attached as part of this report:
10.1 Director Retirement Plan
10.2 Non-Qualified Supplemental Executive Retirement Agreement
10.3 Director Deferred Fee Plan
10.4 Severance Plan for Key Employees
10.5 Company employment agreement with Richard P. McStravick
10.6 Bank employment agreement with Richard P. McStravick
10.7 Company employment agreement with Anthony J. Fabiano
10.8 Bank employment agreement with Anthony J. Fabiano
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.
SOUND FEDERAL BANCORP, INC.
DATE: December 13, 2005 By: /s/Anthony J. Fabiano
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Anthony J. Fabiano
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Director Retirement Plan
10.2 Non-Qualified Supplemental Executive Retirement Agreement
10.3 Director Deferred Fee Plan
10.4 Severance Plan for Key Employees
10.5 Company employment agreement with Richard P. McStravick
10.6 Bank employment agreement with Richard P. McStravick
10.7 Company employment agreement with Anthony J. Fabiano
10.8 Bank employment agreement with Anthony J. Fabiano