SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: March 14, 2008
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Citizens South Banking Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23971 54-2069979
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
519 South New Hope Road, Gastonia, North Carolina 28054-4040
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 704-868-5200
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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) In connection with the previously disclosed retirement of Vance B.
Brinson, Jr. as Executive Vice President of Citizens South Bank (the "Bank"),
the wholly owned subsidiary of Citizens South Banking Corporation ("Company"),
the Company and the Bank entered into a separation agreement and release with
Mr. Brinson. In return for a release of all possible claims against the Company
and the Bank, as well as in return for a noncompetition and a non-solicitation
(as to both employees and customers) agreement, the Bank agreed to the
following: (i) to continue paying Mr. Brinson's base salary through December 31,
2008 (a total payment of $115,938); (ii) to provide an enhanced benefit under
his existing SERP in an aggregate amount equal to $134,237; (iii) to extend the
expiration date for the exercise of 17,126 stock options granted in 2002 through
the original expiration date of the option, or March, 2012; and (iv) to provide
continuing health and dental insurance coverage, at the Company's cost, until
the earlier to occur of Mr. Brinson's 65th birthday or his employment on a full
time basis by another employer.
Item 5.03. Amendments to Articles of incorporation or Bylaws; Change in Fiscal
Year.
On March 17, 2008 the Company's Board of Directors amended the Bylaws
to provide that no director may serve beyond the annual meeting immediately
following the director becoming age seventy-two (72). A copy of the text of the
new bylaw provision is included as exhibit 3(ii) to this current report.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit 3(ii) Text of amendment to the Bylaws.
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.
CITIZENS SOUTH BANKING CORPORATION
DATE: 3/20/2008 By: /s/ Gary F. Hoskins
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Gary F. Hoskins
Executive Vice President,Chief
Financial Officer and Treasurer