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
March 14, 2005
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Date of Report (Date of earliest event reported)
ASB HOLDING COMPANY
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(Exact name of Registrant as specified in its Charter)
United States 0-31789 56-2317250
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(State or other jurisdiction (File No.) (IRS Employer
of incorporation) Identification Number)
365 Broad Street, Bloomfield, New Jersey 07003
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (974) 748-3600
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
INFORMATION TO BE INCLUDED IN REPORT
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Item 1.01 Entry into a Material Definitive Agreement
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On March 14, 2005, American Bank of New Jersey (the "Bank") entered
into an employment agreement with Mr. Fred G. Kowal, President and Chief
Operating Officer of the Bank. The Bank is wholly-owned subsidiary of the
Registrant.
Under his employment agreement with the Bank, Mr. Kowal's starting base
salary is $225,000. The agreement has a term of three years and provides for an
annual one-year extension of the term of the agreement upon determination of the
Board of Directors that the executive's performance has met the requirements and
standards of the Board, so that the remaining term of the agreement continues to
be three years. If the Bank terminates Mr. Kowal without "just cause"as defined
in the agreement, 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. Mr. Kowal's employment agreement provides
that if Mr. Kowal's employment is terminated without just cause within
twenty-four months of a change in control, he will be paid an amount equal to
2.999 times his five-year average annual taxable cash compensation in a lump
sum.
A copy of the employment agreement is included with this Form 8-K as an
exhibit.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit
Number Description
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10 Employment Agreement between American Bank of New Jersey and
Fred G. Kowal
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.
ASB HOLDING COMPANY
Date: April 18, 2005 By: /s/Joseph Kliminski
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Joseph Kliminski
President and Chief Executive Officer