SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _______)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a 6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
BUCS Financial Corp
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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BUCS FINANCIAL CORP
March 28, 2005
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of BUCS Financial
Corp (the "Company"), we cordially invite you to attend the 2005 Annual Meeting
of Stockholders (the "Meeting") to be held at the offices of BUCS Federal Bank
at 10802 Red Run Boulevard, Owings Mills, Maryland, on April 27, 2005, at 5:00
p.m. The attached Notice of Annual Meeting of Stockholders and Proxy Statement
describe the formal business to be transacted at the Meeting.
The Board of Directors of the Company has determined that the matters
to be considered at the Meeting, described in the accompanying Notice of Annual
Meeting and Proxy Statement, are in the best interest of the Company and its
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE- PAID RETURN
ENVELOPE AS QUICKLY AS POSSIBLE. This will not prevent you from voting in person
at the Meeting, but will assure that your vote is counted if you are unable to
attend the Meeting.
Sincerely,
/s/Herbert J. Moltzan
Herbert J. Moltzan
President and Chief Executive Officer
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BUCS FINANCIAL CORP
10455 MILL RUN CIRCLE
OWINGS MILLS, MARYLAND 21117
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 27, 2005
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of BUCS Financial Corp (the "Company") will be held at the offices of BUCS
Federal Bank at 10802 Red Run Boulevard, Owings Mills, Maryland, on April 27,
2005, at 5:00 p.m. The Meeting is for the purpose of considering and acting upon
the following matters:
1. The election of four directors of BUCS Financial Corp; and
2. The ratification of the appointment of Stegman & Company as
the Company's independent auditor for the fiscal year ending
December 31, 2005.
The transaction of such other business as may properly come before the
Meeting or any adjournments thereof may also be acted upon. The Board of
Directors is not aware of any other business to come before the Meeting.
The Board of Directors of the Company has determined that the matters
to be considered at the Meeting, described in the accompanying Notice of Annual
Meeting and Proxy Statement, are in the best interest of the Company and its
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
Action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which, by
original or later adjournment, the Meeting may be adjourned. Pursuant to the
Company's Bylaws, the Board of Directors has fixed the close of business on
March 11, 2005, as the record date for determination of the stockholders
entitled to vote at the Meeting and any adjournments thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN, DATE
AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY
REVOKE YOUR PROXY BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN
REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. IF YOU ARE PRESENT AT
THE MEETING YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT
BEFORE THE MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT
REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR
RECORD HOLDER TO VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/M. Robin Copeland
M. Robin Copeland
Secretary
Owings Mills, Maryland
March 28, 2005
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
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PROXY STATEMENT
OF
BUCS FINANCIAL CORP
10455 MILL RUN CIRCLE
OWINGS MILLS, MARYLAND 21117
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ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 2005
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of BUCS Financial Corp (the "Company") to
be used at the Annual Meeting of Stockholders of the Company which will be held
at the offices of BUCS Federal Bank at 10802 Red Run Boulevard, Owings Mills,
Maryland, on April 27, 2005, at 5:00 p.m. (the "Meeting"). The accompanying
Notice of Annual Meeting of Stockholders and this Proxy Statement are being
first mailed to stockholders on or about March 28, 2005. The Company is the
parent company of BUCS Federal Bank (the "Bank").
At the Meeting, stockholders will consider and vote upon (i) the
election of four directors of the Company and (ii) the ratification of the
appointment of Stegman & Company as the Company's independent auditor for the
fiscal year ending December 31, 2005.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxyholder the discretionary authority to vote the
shares represented by such proxy in accordance with their best judgment on such
other business, if any, that may properly come before the Meeting or any
adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted as
specified thereon. If no specification is made, signed proxies will be voted
"FOR" the nominees for director as set forth herein and "FOR" the ratification
of Stegman & Company as the Company's independent auditor for the fiscal year
ending December 31, 2005. The proxy confers discretionary authority on the
persons named thereon to vote with respect to the election of any person as a
director where the nominee is unable to serve, or for good cause will not serve,
and with respect to matters incident to the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on March 11, 2005
(the "Record Date"), are entitled to one vote for each share of Common Stock
then held. As of the Record Date, the Company had 400,984 shares of Common Stock
issued and outstanding.
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The articles of incorporation of the Company ("Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Articles of Incorporation and includes shares
beneficially owned by such person or any of his or her affiliates (as such terms
are defined in the Articles of Incorporation), or which such person or any of
his or her affiliates has the right to acquire upon the exercise of conversion
rights or options and shares as to which such person or any of his or her
affiliates or associates have or share investment or voting power, but neither
any employee stock ownership or similar plan of the Company or any subsidiary,
nor any trustee with respect thereto or any affiliate of such trustee (solely by
reason of such capacity of such trustee), shall be deemed, for purposes of the
Articles of Incorporation, to beneficially own any Common Stock held under any
such plan.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. Shares for which a broker indicates on the proxy that it does not have
discretionary authority to vote on certain matters (the "Broker Non-Votes") will
be considered present for purposes of determining whether a quorum is present.
In the event there are not sufficient votes for a quorum or to ratify any
proposals at the time of the Meeting, the Meeting may be adjourned in order to
permit the further solicitation of proxies.
As to the election of directors, the proxy provided by the Board of
Directors allows a stockholder to vote for the election of the nominees proposed
by the Board of Directors, or to withhold authority to vote for the nominees
being proposed. Under the Company's bylaws, directors are elected by a plurality
of votes cast, without regard to either (i) Broker Non-Votes or (ii) proxies as
to which authority to vote for the nominees being proposed is withheld.
Concerning all other matters that may properly come before the Meeting,
the ratification of the independent auditors, by checking the appropriate box, a
shareholder may: (i) vote "FOR" the item, (ii) vote "AGAINST" the item, or (iii)
"ABSTAIN" with respect to the item. Unless otherwise required by law, all such
matters shall be determined by a majority of votes cast affirmatively or
negatively without regard to (i) Broker Non-Votes or (ii) proxies marked
"ABSTAIN" as to that matter.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the outstanding shares of
Common Stock are required to file reports regarding such ownership pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the Record Date, persons or groups who own more than 5%
of the Common Stock and the ownership of all executive officers and Directors of
the Company as a group. Other than as noted below, management knows of no person
or group that owns more than 5% of the outstanding shares of Common Stock at the
Record Date.
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Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
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BUCS Federal Bank Employee Stock Ownership Plan ("ESOP")
10802 Red Run Boulevard 35,651(1) 8.9%
Owings Mills, Maryland 21117
Jeffrey L. Gendell
200 Park Avenue, Suite 3900 35,750(2) 8.9%
New York, New York 10166
Herbert J. Moltzan
10802 Red Run Boulevard 27,206 6.6%
Owings Mills, Maryland 21117
All directors and executive officers of the
Company as a group (14 persons) 92,758(3) 21.1%
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(1) These shares are held in a suspense account and are allocated among
participants annually on the basis of compensation as the ESOP debt is
repaid. As of the Record Date, 13,547 shares have been allocated to ESOP
participants. The ESOP Plan Committee directs the vote of unallocated
shares and shares for which voting directions are not received.
(2) Based upon a Schedule 13D filed with the SEC on March 28, 2001.
(3) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect beneficial ownership, over
which shares the individuals exercise voting and/or investment power.
Includes 26,400 shares of Common Stock that may be acquired pursuant to the
exercise of options within 60 days of the Record Date. Excludes shares held
by the ESOP over which the ESOP Plan Committee exercises voting power. The
Board of Directors appointed Directors Ohrt, Mezzanotte and Summers to
serve as the ESOP Trustees and as the ESOP Plan Committee. The ESOP Plan
Committee directs the vote of unallocated shares and shares for which
voting directions are not received.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of the Common Stock, to file reports of ownership and changes in
ownership of the Common Stock with the Securities and Exchange Commission and to
provide copies of those reports to the Company. The Company is not aware of any
beneficial owner, as defined under Section 16(a), of more than ten percent of
its Common Stock. To the best of the Company's knowledge, all Section 16(a)
filing requirements applicable to its officers and directors were complied with
during the 2004 fiscal year.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Articles of Incorporation require that the Board of Directors be
divided into three classes, as nearly equal in number as possible, each class to
serve for a three-year period, with approximately one-third of the directors
elected each year. The Board of Directors currently consists of twelve members.
Four directors will be elected at the Meeting, each to serve for a three-year
term or until his or her successor has been elected and qualified.
Allen Maier, M. Robin Copeland, Herbert J. Moltzan and Thomas Markel
have been nominated by the Board of Directors to serve as directors. Each of the
nominees is currently a member of the Board of Directors. It is intended that
proxies solicited by the Board of Directors will, unless otherwise specified, be
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voted for the election of the named nominees. If any of the nominees is unable
to serve, the shares represented by all valid proxies will be voted for the
election of such substitutes as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this time, the Board of
Directors knows of no reason why any of the nominees might be unavailable to
serve.
The following table sets forth the names, ages, terms of, length of
board service and the number and percentage of shares of Common Stock
beneficially owned by the directors and executive officers of the Company and
certain executive officers of the Bank.
Shares of
Age at Year First Current Common Stock Percent
December 31, Elected or Term to Beneficially of
Name 2004 Appointed(1) Expire Owned(2) Class
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Nominees for Term to Expire in 2008
Allen Maier 56 1983 2005 3,102(3) *
M. Robin Copeland 50 1992 2005 1,177(3) *
Herbert J. Moltzan 59 1998 2005 27,206(4) 6.6
Thomas Markel 51 1994 2005 14,101(3) 3.5
Directors Continuing in Office
Brian Bowers 41 1995 2006 902(3) *
Harry Fox 56 1987 2006 3,652(3) *
Peg Ohrt 56 1999 2006 2,002(3)(5) *
Gregory A. Devou 53 2005 2006 1,100 *
Joseph Pescrille 67 1995 2007 12,489(3) 3.1
A. Virginia Wampler 58 1983 2007 7,502(3) 1.9
Dale Summers 47 1991 2007 4,037(3)(5) 1.0
Joseph J. Mezzanotte 40 2003 2007 682(5)(6) *
Non-Director Executive Officers
Matthew J. Ford 35 N/A N/A 4,010(7) 1.0
Debra J. Vinson 45 N/A N/A 11,046(7) 2.7
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* Less than 1%.
(1) Refers to the year the individual first became a director of the Bank.
(2) Beneficial ownership as of the Record Date. Includes shares of Common Stock
held directly as well as by spouses or minor children, in trust, and other
indirect beneficial ownership.
(3) Includes 902 shares that may be acquired pursuant to options exercisable
within 60 days of the Record Date.
(4) Includes 11,000 shares that may be acquired pursuant to options exercisable
within 60 days of the Record Date.
(5) Excludes shares of Common Stock held under the ESOP over which such
individual, an ESOP Trustee, exercises voting power. Such individual
disclaims beneficial ownership with respect to ESOP shares.
(6) Includes 682 shares that may be acquired pursuant to options exercisable
within 60 days of the Record Date.
(7) Includes 3,300 shares that may be acquired pursuant to options exercisable
within 60 days of the Record Date.
Biographical Information
Directors and Executive Officers of the Company. Set forth below is the
business experience for the past five years of each of the nominees, directors
and executive officers of the Company and certain executive officers of the
Bank. All directors of the Bank in October 2000 became directors of the Company
at that time.
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Allen Maier has been a director of the Bank since 1983 and has served
as Chairman since 1996. Mr. Maier is a Sales Representative with CareFirst
BlueCross BlueShield, a position he has held since 1972. Mr. Maier also serves
on the Board of Directors for the Leukemia Society of Maryland. Mr. Maier is a
cousin of the wife of Director Fox.
M. Robin Copeland has been a director of the Bank since 1992 and has
served as Secretary since 1994. Ms. Copeland has been the Assistant Treasurer
and Vice President of Treasury for Magellan Behavioral Health, a managed care
organization, since 1995. Her duties include management of relationships with
banks.
Herbert J. Moltzan has been a director of the Bank since January 1999.
He has served as President and Chief Executive Officer of the Bank since 1985.
Mr. Moltzan also serves as the senior loan officer of the Bank. Mr. Moltzan is
active in the Red Cross. He is also a member of the Boards of Directors of The
1st Tee Howard County, the Better Business Bureau Educational Foundation, Camp
Attaway Youth Camp, and the Maryland Bankers Association. Mr. Moltzan also
serves as Treasurer of the Rotary Club of Columbia, Maryland.
Thomas Markel has been a director of the Bank since 1994. Mr. Markel is
a certified public accountant and since 1995 has served as the Controller and
the Assistant Vice President in Finance for Med Star Physician Partners, a
physician practice management firm.
Brian Bowers has served as Director and Treasurer of the Bank since
1995. Mr. Bowers is a Managing Director with Friedman, Billings, Ramsey Group,
Inc. (FBR). Mr. Bowers is responsible for the proprietary investments of FBR and
manages over $11 billion in securities. Prior to joining FBR, Mr. Bowers was the
Chief Portfolio Strategist for BB&T Capital Markets and prior to that, he was
the Portfolio Manager for CareFirst BlueCross BlueShield.
Harry Fox has been a director of the Bank since 1987. Mr. Fox is an
Account Manager in the major accounts division for CareFirst BlueCross
BlueShield where he has been employed since 1972. He also serves on the Advisory
Committee of The Learning Ladder Infant through Pre-School Center. Mr. Fox's
wife is a cousin of Director Maier.
Peg Ohrt has been a director of the Bank since 1999. Since 1998, Ms.
Ohrt has served as a Vice President of Human Resources for Corporate Office
Properties Trust, a business engaged in real estate investment trusts. From 1996
to 1997, Ms. Ohrt was employed by Aether Technologies Inc., a software
development company, and served as its Vice President of Human Resources and
Customer Service.
Gregory A. Devou is a newly appointed director of the Bank as of
February 2005. Mr. Devou has been Executive Vice President and Chief Marketing
Officer at CareFirst BlueCross BlueShield since 1995. Prior to CareFirst
BlueCross BlueShield, Mr. Devou was a Senior Vice President and Managing
Director at the Alexander Consulting Group for 17 years. Mr. Devou also serves
on various non-profit boards.
Joseph Pescrille has been a director of the Bank since 1996. Mr.
Pescrille retired during 1999. He was self-employed as an actuary/financial
consultant from 1996 to 1999. From 1994 to 1996, Mr. Pescrille served as the
Chief Financial Officer of United Health Care of Mid Atlantic. Prior to that, he
was a Senior Vice President and the Chief Actuary for Blue Cross and Blue Shield
of Maryland, Inc. He is active in volunteering for the Baltimore County
Department of Aging and is a member of the Board of Advisors for Play Centers
Inc., a non-profit child care organization.
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A. Virginia Wampler has been a director of the Bank since 1983. Ms.
Wampler retired in January 2002. She served as a Systems Manager for CareFirst
BlueCross BlueShield from 1966 until 2002 and was responsible for business
design and support of core software systems for health insurance products and
claim processing administration.
Dale Summers has served as a director of the Bank since 1991.
Currently, Mr. Summers is employed by the Centers for Medicare and Medicaid
Services as a Technical Advisor in the Medicare Drug Benefit Group. Mr. Summers
was employed as a Director of Product Development and Management by Caremark
(formerly AdvancePCS), a health improvement company, from 1998 to 2004. From
1995 to 1998, he was employed as the Director of Management Services for
Ascendia Healthcare Management (formerly Healthcare Automation). Prior to this
position, he was employed in strategic planning and marketing positions for
BlueCross BlueShield of Maryland. Mr. Summers is also active in supporting
educational institutions in the local community.
Joseph J. Mezzanotte became a director of the Bank in 2003. He is a
partner in the law firm of Whiteford, Taylor & Preston L.L.P. Mr. Mezzanotte has
been engaged in the private practice of law since 1989. He has served in
leadership roles in professional associations related to the practice of law.
Mr. Mezzanotte also serves as an Officer and Director of the Howard County
Chamber of Commerce.
Matthew J. Ford joined the Company in August 2002 and serves as the
Senior Vice President of Finance and Chief Financial Officer of the Company and
the Bank. Mr. Ford's responsibilities within the organization include the
oversight of the Finance, Human Resource, and Marketing departments.
Additionally, he is an active member of the Financial Managers Society, is
recognized by NACHA as an Accredited ACH Professional (AAP), and currently
serves as Treasurer for the Owings Mills-Reisterstown Rotary Club.
Debra J. Vinson serves as the Senior Vice President of Financial
Services for the Bank and has been employed by the Bank since 1987. Ms. Vinson
functions as the chief operations officer and compliance officer with
responsibility for retail bank operations. Her responsibilities include
oversight of lending personnel, customer service, and branch operations
functions.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
board and through activities of its committees. During the year ended December
31, 2004, the Board of Directors held twelve regular meetings and no special
meeting. No director attended fewer than 75% of the total meetings of the Board
of Directors and the committees on which he served during the year ended
December 31, 2004.
Compensation Committee. The Company has no full time employees and
relies on the employees of the Bank for the limited services required by the
Company. All compensation paid to executive officers of the Company is paid by
the Bank. The Compensation Committee of the Bank's Board of Directors consists
of Directors Summers, Ohrt and Mezzanotte. The Compensation Committee met eight
times during the year ended December 31, 2004.
Audit Committee. The Audit Committee consists of Directors Markel,
Wampler, Fox and Devou. All members of the Audit Committee are independent under
the rules of the Nasdaq stock market. The Board of Directors has determined that
Mr. Markel is an Audit Committee Financial Expert within the meaning of the
regulations of the Securities and Exchange Commission. As the Company's stock is
traded on the OTC Electronic Bulletin Board, the Company is not required to and
has not adopted a written charter for the Audit Committee. The Audit Committee
meets with the Company's independent auditor to review the results of
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the annual audit and other related matters. The Audit Committee met six times
during the year ended December 31, 2004.
Report of the Audit Committee. For the fiscal year ended December 31,
2004, the Audit Committee: (i) reviewed and discussed the Company's audited
financial statements with management, (ii) discussed with the Company's
independent auditor, Stegman & Company, all matters required to be discussed
under Statement on Auditing Standards No. 61, and (iii) received from Stegman &
Company disclosures regarding Stegman & Company's independence as required by
Independence Standards Board Standard No. 1 and discussed with Stegman & Company
its independence. Based on the foregoing review and discussions, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004.
Audit Committee: Thomas Markel, A. Virginia Wampler and Harry Fox.
Audit Fees. The aggregate fees billed by Stegman & Company for
professional services rendered for the audit of the Company's annual
consolidated financial statements and for the review of the consolidated
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the fiscal years ended December 31, 2004 and 2003 were $43,500 and $31,500,
respectively.
Audit Related Fees. The aggregate fees billed by Stegman & Company for
assurance and related services related to the audit of the annual financial
statements and to the review of the quarterly financial statements for the years
ended December 31, 2004 and 2003 were $750 and $4,250, respectively.
Tax Fees. There were no fees billed by Stegman & Company for
professional services rendered for tax compliance, tax advice or tax planning
for the years ended December 31, 2004 and 2003.
All Other Fees. The aggregate fees billed by Stegman & Company for
professional services rendered for services or products other than those listed
under the captions "Audit Fees" and "Audit-Related Fees," for the years ended
December 31, 2004 and 2003 totaled $3,500 and $0, respectively, and consisted of
a cost segregation study for a new branch office.
It is the Audit Committee's policy to approve all audit and non-audit
services prior to the engagement of the independent auditor being engaged to
perform such service. All of the services listed above for 2003 and 2004 were
approved by the audit committee prior to the service being rendered.
Director Nomination Process
The Company does not have a standing nominating committee. The
Company's full Board of Directors acts as a nominating committee for selecting
the management's nominees for election of directors in accordance with the
Company's Bylaws. The Board of Directors met once during the year ended December
31, 2004 in this capacity. The Board feels it is appropriate for the full Board
to serve this function because it has not found action by committee to be
necessary for purposes of managing nominations. The Board does not have a
charter governing its nominating function. As defined by the rules of the Nasdaq
Stock Market, each director, other than Herbert J. Moltzan, is an independent
director.
The Company does not pay fees to any third party to identify or
evaluate or assist in identifying or evaluating potential nominees. The Board's
process for identifying and evaluating potential nominees includes soliciting
recommendations from directors and officers of the Company and its wholly-owned
subsidiary, BUCS Federal Bank. Additionally, the Board will consider persons
recommended by stockholders of the Company in selecting the Board's nominees for
election. There is no difference in the
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manner in which the Board evaluates persons recommended by directors or officers
and persons recommended by stockholders in selecting Board nominees.
To be considered in the Board's selection of Board nominees,
recommendations from stockholders must be received by the Company in writing by
at least 120 days prior to the date the proxy statement for the previous year's
annual meeting was first distributed to stockholders. Recommendations should
identify the submitting stockholder, the person recommended for consideration
and the reasons the submitting stockholder believes such person should be
considered. Persons recommended for consideration by the Board as Board nominees
should meet the director qualification requirements set forth in Article III,
Sections 15 to 17 of the Company's Bylaws, which require that (i) directors of
the Company must reside in a county, city or town within the State of Maryland
which is no more than 60 miles in distance from the main branch or nearest
branch office location of the Corporation's wholly-owned subsidiary, BUCS
Federal Bank; (ii) directors may not serve as a management official of another
depository institution or depository holding company as those terms are defined
by the regulations of the Office of Thrift Supervision; and (iii) directors must
be persons of good character and integrity and must also have been nominated by
persons of good character and integrity. The Board also believes potential
directors should be knowledgeable about the business activities and market areas
in which the Company and its subsidiaries engage.
The good character and integrity requirement is embodied in Article
III, Section 17, which states that a person is not eligible to serve as director
if he or she: (1) is under indictment for, or has ever been convicted of, a
criminal offense, involving dishonesty or breach of trust and the penalty for
such offense could be imprisonment for more than one year; (2) is a person
against whom a federal or state bank regulatory agency has, within the past ten
years, issued a cease and desist order for conduct involving dishonesty or
breach of trust and that order is final and not subject to appeal; 3) has been
found either by any federal or state regulatory agency whose decision is final
and not subject to appeal, or by a court to have (a) committed a willful
violation of any law, rule or regulation governing banking, securities,
commodities or insurance, or any final cease and desist order issued by a
banking, securities, commodities or insurance regulatory agency; or (b) breached
a fiduciary duty involving personal profit; or (4) has been nominated by a
person who would be disqualified from serving as a director under Section 17
(1), (2) or (3).
Stockholder Communications
The Board of Directors does not have a formal process for stockholders
to send communications to the Board. In view of the infrequency of stockholder
communications to the Board of Directors, the Board does not believe that a
formal process is necessary. Written communications received by the Company from
stockholders are shared with the full Board no later than the next regularly
scheduled Board meeting. The Board encourages, but does not require, directors
to attend the annual meeting of stockholders. All of the Board's members
attended the 2004 annual meeting of stockholders.
Certain Relationships and Related Transactions
The Bank, like many financial institutions, has followed a policy of
offering residential mortgage loans for the financing of personal residences and
consumer loans to its officers, directors and employees. Loans are made in the
ordinary course of business on substantially the same terms and conditions,
including interest rate and collateral, as those of comparable transactions
prevailing at the time with other persons, and do not include more than the
normal risk of collectibility or present other unfavorable features.
-8-
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Compensation of Directors
Board Fees. The Company does not presently compensate its directors for
membership on the Board of Directors. Each director of the Company is also a
director of the Bank. During 2004, each director was paid an annual fee of
$6,720. Directors do not receive compensation for attending committee meetings.
The total fees paid to the directors for the year ended December 31, 2004 were
approximately $67,200.
Stock Awards. Each non-employee director, other than Joseph Mezzanotte
who was not appointed to the Board until 2003 and Gregory Devou who was not
appointed to the Board until 2005, was awarded 220 options during 2002 to
purchase shares of Common Stock at an exercise price of $19.20 per share under
the BUCS Financial Corp 2002 Stock Option Plan. Stockholders of the Company
approved the option plan at the annual meeting of stockholders held April 29,
2002. These awards vested at the rate of one-third on April 29, 2002, the date
of the award, and one-third annually thereafter. Each non-employee director,
other than Mr. Devou who was not appointed to the Board until 2005, was also
awarded 682 options during 2003 to purchase shares of Common Stock at an
exercise price of $20.55 per share under the BUCS Financial Corp 2002 Stock
Option Plan. These awards vested 100% on the date of the award, August 25, 2003.
Executive Compensation
General. The Company has no full time employees and relies on the
employees of the Bank for the limited services required by the Company. All
compensation paid to officers of the Company is paid by the Bank. The following
table sets forth the cash and non-cash compensation awarded to or earned by the
Company's President and Chief Executive Officer and certain other officers (the
"Named Executive Officers").
Long Term
Annual Compensation Compensation
-------------------------- -------------------------
Restricted Securities
Name and Fiscal Stock Underlying All Other
Principal Position Year Salary Bonus Award Options Compensation
- ------------------ ---- ------ ----- ----- ------- ------------
Herbert J. Moltzan, President and 2004 $148,930 $24,267 - - $51,523(1)
CEO 2003 139,480 13,718 - 7,700 45,548
2002 130,712 15,000 - 3,300 16,853
Matthew J. Ford, Senior Vice 2004 $ 93,182 $18,229 - - $11,509(2)
President of Finance and Chief 2003 84,799 7,628 - 3,300 5,668
Financial Officer 2002 29,430(3) - - -
Debra J. Vinson, Senior Vice 2004 $ 92,928 $10,895 - - $10,795(4)
President of Financial Services 2003 84,799 7,628 - 2,200 11,390
2002 79,131 6,842 - 1,100 9,909
___________________
(1) For 2004, represents the award of 417 shares under the ESOP as of December
31, 2004 and includes the Bank's contribution to Mr. Moltzan's account
under a 401(k) Plan of $7,331 during 2004 and the accrual of $34,080 under
Mr. Moltzan's supplemental executive retirement plan.
-9-
(2) For 2004, represents the award of 281 shares under the ESOP as of December
31, 2004 and includes the Bank's contribution to Mr. Ford's account under a
401(k) Plan of $4,695 during 2004.
(3) For 2002, represents salary from effective date of employment of August
2002.
(4) For 2004, represents the award of 251 shares under the ESOP as of December
31, 2004 and includes the Bank's contribution to Ms. Vinson's account under
a 401(k) Plan of $4,708 during 2004.
Stock Awards. The following tables set forth information concerning
total options held by the Named Executive Officers at December 31, 2004.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
-------------------------------------------------------------------------------------
Value of
Number of Options In-the-Money Options
Shares Acquired Value at Fiscal Year-End(#) at Fiscal Year-End($)
Name on Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- ----------- ------------------------- -------------------------
Herbert J. Moltzan - $ - 11,000 / - $48,950/$ -
Matthew J. Ford - $ - 3,300 / - $13,365/$ -
Debra J. Vinson - $ - 3,300 / - $14,850/$ -
Employment Agreements. The Bank has entered into an employment
agreement with its President and Chief Executive Officer, Herbert J. Moltzan.
Mr. Moltzan's current base salary under the employment agreement is $148,000.
The employment agreement has a term of three years. The agreement is terminable
by the Bank for "just cause" as defined in the agreement. If Mr. Moltzan is
terminated without just cause, he will be entitled to a continuation of his
salary from the date of termination through the remaining term of the agreement,
but in no event for a period of less than one year. The employment agreement
contains a provision stating that in the event of the termination of employment
in connection with any change in control of the Bank or the Company, Mr. Moltzan
will be paid a lump sum amount equal to 2.99 times his five-year average annual
taxable cash compensation. If such payment were to be made under the agreement
as of December 31, 2004, the payment would equal approximately $430,700. The
aggregate payment that would have been made to Mr. Moltzan would be an expense
to the Bank and would have resulted in reductions to the Bank's net income and
capital. The agreement may be renewed annually by the Bank's Board of Directors
upon a determination of satisfactory performance within the board's sole
discretion. If Mr. Moltzan shall become disabled during the term of the
agreement, he shall continue to receive payment of 100% of his base salary for a
period of 12 months and 65% of his base salary for the remaining term of the
agreement. The payments shall be reduced by any other benefit payments made
under other disability programs in effect for the Bank's employees.
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PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors of the Company has appointed Stegman & Company
as the Company's independent auditor for the fiscal year ending December 31,
2005, subject to ratification by the Company's stockholders. A representative of
Stegman & Company is expected to be present at the Meeting, will have the
opportunity to make a statement if he or she so desires, and is expected to be
available to respond to appropriate questions.
Ratification of the appointment of the auditors requires the
affirmative vote of a majority of the votes cast, in person or by proxy, by the
stockholders of the Company at the Meeting. The Board of Directors
-10-
recommends that stockholders vote "FOR" the ratification of the appointment of
Stegman & Company as the Company's auditors for the 2005 fiscal year.
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STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be considered for inclusion in the Company's proxy
materials for the 2006 annual meeting of stockholders, all stockholder proposals
must be received at the Company's executive office at 10455 Mill Run Circle,
Owings Mills, Maryland 21117 no later than November 28, 2005. In addition,
stockholder proposals must meet other applicable criteria as set forth in the
Company's bylaws in order to be considered for inclusion in the Company's proxy
materials.
Under the Company's bylaws, stockholder proposals that are not included
in the Company's proxy statement for the 2006 annual meeting of stockholders,
will only be considered at the 2006 annual meeting if the stockholder submits
notice of the proposal to the Company at the above address by February 26, 2006.
In addition, stockholder proposals must meet other applicable criteria as set
forth in the Company's bylaws in order to be considered at the 2006 annual
meeting.
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OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any other matters to come before
the Meeting. However, if any other matters should properly come before the
Meeting or any adjournments, it is intended that proxies in the accompanying
form will be voted in respect thereof in accordance with the judgment of the
persons named in the accompanying proxy.
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FORM 10-KSB
- --------------------------------------------------------------------------------
A copy of the Company's annual report on Form 10-KSB for the fiscal
year ended December 31, 2004 will be furnished without charge to stockholders as
of the Record Date upon written request to the Secretary, BUCS Financial Corp,
10455 Mill Run Circle, Owings Mills, Maryland 21117.
BY ORDER OF THE BOARD OF DIRECTORS
/s/M. Robin Copeland
M. Robin Copeland
Secretary
-11-
[FORM OF PROXY]
- --------------------------------------------------------------------------------
10455 MILL RUN CIRCLE
OWINGS MILLS, MARYLAND 21117
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 2005
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of BUCS
Financial Corp (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company, which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held at offices of
BUCS Federal Bank at 10802 Red Run Boulevard, Owings Mills, Maryland, on April
27, 2005, at 5:00 p.m. and at any and all adjournments thereof, in the following
manner:
FOR WITHHELD
--- --------
1. The election as director of the nominees
listed with terms to expire in 2008
(except as marked to the contrary below): |_| |_|
Allen Maier
M. Robin Copeland
Herbert J. Moltzan
Thomas Markel
INSTRUCTIONS: To withhold your vote for any nominee, write the nominee's name on
the line provided below.
________________________________________________________________________________
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment
of Stegman & Company as the Company's
independent auditor for the fiscal year
ending December 31, 2005. |_| |_| |_|
The Board of Directors recommends a vote "FOR" the above listed
nominees and proposal. ---
- --------------------------------------------------------------------------------
THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE NOMINEES LISTED AND THE
PROPOSAL STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS SIGNED
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE MEETING.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this Proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this Proxy by filing a
subsequently dated Proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this Proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement and the 2004 Annual Report to Stockholders.
[_] Check Box if You Plan
Dated: ______________________________ to Attend the Annual Meeting.
______________________________________ ____________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
______________________________________ ____________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------