SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 21, 2004
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Date of Report (Date of earliest event reported)
Synergy Financial Group, Inc.
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(Exact name of Registrant as specified in its Charter)
New Jersey 0-50467 52-2413926
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(State or other jurisdiction (File No.) (IRS Employer
of incorporation) Identification Number)
310 North Avenue East, Cranford, New Jersey 07016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 693-3838
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
SYNERGY FINANCIAL GROUP, INC.
INFORMATION TO BE INCLUDED IN REPORT
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Item 1.01 Entry into a Material Definitive Agreement
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The Board of Directors of the Company adopted the Synergy Financial
Group, Inc. Retirement Benefits Equalization Plan ("Plan") at its meeting on
December 21, 2004 to be effective as of January 1, 2005. The Plan will provide
the participating executives with the same level of benefits that all other
employees are eligible to receive under the Company's employee stock ownership
plan and 401K Savings Plan without regard to the limitations on levels of
compensation and annual benefits imposed under Sections 401(a)(17) and 415 of
the Internal Revenue Code. Specifically, the Plan will provide benefits to
officers that cannot be provided under the employee stock ownership plan and the
401K Savings Plan as a result of limitations imposed by Sections 401(a)(17) and
415 of the Internal Revenue Code, but that would have been provided under the
employee stock ownership plan and the 401K Savings Plan, but for these Internal
Revenue Code limitations. For example, this Plan will provide participants with
a benefit for any compensation that they may earn in excess of $205,000 per year
(as indexed) comparable to the benefits earned by all participants under the
employee stock ownership plan and the 401K Savings Plan for compensation earned
below that level. The Company may utilize a grantor trust in connection with
this Plan in order to set aside funds that ultimately may be used to pay
benefits under the Plan. The assets of the grantor trust will remain subject to
the claims of general creditors of the Company in the event of insolvency, until
paid to a participant following termination of employment according to the terms
of the Plan. The actual value of benefits under this Plan and the annual
financial reporting expense associated with this Plan will be calculated
annually based upon a variety of factors, including the actual value of benefits
for participants determined under the employee stock ownership plan and the 401K
Savings Plan each year, the applicable limitations under the Internal Revenue
Code that are subject to adjustment annually and the salary of each participant
at such time. Generally, benefits under the Plan will be taxable to each
participant at the time of receipt of such payment, and the Company will
recognize a tax-deductible compensation expense at such time.
In addition, the Board of Directors of Synergy Bank (the "Bank"), a
wholly-owned subsidiary of the Company, also approved an amendment to the Life
Insurance Agreement between the Bank and John S. Fiore, President, which shall
provide a death benefit payable to Mr. Fiore's beneficiaries of $2.0 million.
The prior arrangement provided for a reduction of such death benefit following
retirement after age 60.
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, thereunto duly authorized.
SYNERGY FINANCIAL GROUP, INC.
Date: December 27, 2004 By: /s/Kevin A. Wenthen
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Kevin A. Wenthen
Senior Vice President
and Chief Administrative Officer