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UNITED STATES
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): May 19, 2005
COMMUNITY FIRST BANCORP, INC.
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(Exact name of Registrant as specified in its Charter)
Maryland 0-50322 36-4526348
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2420 North Main Street, Madisonville, KY 42431
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (270) 326-3500
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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 (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 CFR 240.13e-4(c)).
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INFORMATION TO BE INCLUDED IN REPORT
Item 1.01 Entry into a Material Definitive Agreement
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On May 19, 2005, the Community First Bank 2005 Restricted Stock Plan
(the "RSP") was approved by the Registrant's stockholders at the 2005 Annual
Meeting. The Registrant's principal subsidiary, Community First Bank (the
"Bank"), has entered into the Community First Bank 2005 Restricted Stock Plan
and Trust Agreement (the "RSP Trust Agreement") with the non-employee directors
of the Bank as Trustees. Pursuant to the RSP, shares of restricted stock may be
awarded to eligible participants. For additional information on the terms of the
RSP, reference is made to the RSP Trust Agreement which included herewith as
Exhibit 10.1 and incorporated by reference herein. Effective May 19, 2005,
shares of restricted stock were awarded to the following directors and executive
officers of the Registrant in the amounts indicated below.
Number of Shares
Name and Position Granted
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William M. Tandy, President and Chief Executive Officer 2,082
Michael D. Wortham, Chief Financial Officer, Treasurer and Secretary 833
Steven E. Carson, Director 354
J. Craig Riddle, Director 416
Ralph T. Teague, Director 416
Charles G. Ramsey, Director 206
Paul W. Arison, Director 305
Charlotte E. Baldwin, Director 354
C. Barry Vaughn, Director 231
All such awards shall be earned at the rate of 20% one year after the date of
grant and 20% annually thereafter. All awards shall become immediately 100%
vested upon death or disability or termination of service following a change in
control of the Registrant or the Bank (as defined in the RSP). Awards shall
continue to vest during periods of service as an employee, director, or director
emeritus.
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits. The following exhibits are filed with this report.
Exhibit 10.1 -- Community First Bank 2005 Restricted Stock Plan and
Trust Agreement
Exhibit 10.2 -- Form of Restricted Stock Award
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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.
COMMUNITY FIRST BANCORP, INC.
Date: May 19, 2005 By: /s/William M. Tandy
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William M. Tandy
President and Chief Executive Officer
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