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): October 26, 2006
First Federal Bankshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-25509 42-1485449
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
329 Pierce Street, Sioux City, Iowa 51101
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(Address of principal executive offices) (Zip Code)
(712) 277-0200
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(Registrant's telephone number, including area code)
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 CRF 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
(b) As previously announced, at the Annual Meeting of Stockholders of First
Federal Bankshares, Inc. (the "Registrant") held on October 26, 2006, Steven L.
Opsal retired as a director of the Registrant and of First Federal Bank, the
Registrant's principal operating subsidiary (the "Bank"). In connection with Mr.
Opsal's retirement, the Board of Directors reduced the size of the Registrant's
Board of Directors from ten to nine members.
(e) On October 26, 2006, the Registrant's stockholders approved the
Registrant's 2006 Stock-Based Incentive Plan (the "Stock Incentive Plan"). A
description of the Stock Incentive Plan was included in "Proposal II - Approval
of First Federal Bankshares, Inc. 2006 Stock-Based Incentive Plan" of the
Registrant's Definitive Proxy Statement for its 2006 Annual Meeting, as filed
with the Securities and Exchange Commission (the "SEC") on September 21, 2006,
and is incorporated herein by reference as Exhibit 10.1.
Item 8.01. Other Events.
On October 26, 2006, stockholders of the Registrant elected Jon G.
Cleghorn, Michael W. Dosland and David M. Roederer to the Registrant's Board of
Directors for terms of three years. Stockholders also approved the Stock
Incentive Plan and ratified the appointment of McGladrey & Pullen, LLP to be the
Registrant's independent registered public accounting firm for the 2007 fiscal
year.
On October 26, 2006, the Board of Directors of the Registrant declared a
quarterly cash dividend of $0.105 per share for the first quarter of the
Registrant's 2007 fiscal year. The dividend is payable on November 30, 2006 to
stockholders of record on November 16, 2006. Additional details of the quarterly
cash dividend are set forth in the Registrant's press release dated October 26,
2006 and attached as Exhibit 10.2 hereto.
On October 26, 2006, the Board of Directors of the Registrant approved a
one-year extension of the stock repurchase program authorized in November 2005.
Additional details of the stock repurchase program are set forth in the
Registrant's press release dated October 26, 2006 and attached as Exhibit 10.2
hereto.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit No. Description
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<Page>
10.1 2006 Stock-Based Incentive Plan
(incorporated by reference to
Appendix A of the Registrant's
Definitive Proxy Statement for the
2006 Annual Meeting of Stockholders
(File No. 0-25509), as filed with
the SEC on September 21, 2006.
10.2 Press Release dated October 26, 2006
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.
FIRST FEDERAL BANKSHARES, INC.
Dated: October 31, 2006 By: /s/Michael W. Dosland
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Michael W. Dosland
President and Chief Executive Officer
(Duly authorized representative)