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): June 28, 2005
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 (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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: (973) 748-3600
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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
Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2005, the Board of Directors of the Registrant approved a new fee
structure for non-employee director compensation. Commencing July 1, 2005, the
Registrant's directors will receive a fee of $500 for each regular and special
meeting attended. Previously no meeting fee was paid for meetings of the
Registrant's Board. The annual retainer paid to the Registrant's directors
continues to be $2,500. Commencing July 1, 2005, members of the audit committee
will receive a fee of $750 for each audit committee meeting attended. Previously
fees were not paid for attendance at meetings of any Board committees.
On June 28, 2005, the Board of Directors of the Registrant's wholly-owned
subsidiary, American Bank of New Jersey (the "Bank"), approved the following
changes for compensation to Bank directors. The Bank directors' annual retainer
is reduced to $8,000 from $25,000 as of July 1, 2005.The fee for each regular
and special meeting attended is increased to $1,000 from $225 as of July 1,
2005. Each director of the Registrant also serves as a director of the Bank.
The Board of the Bank also approved amendments to an existing Directors
Consultation and Retirement Plan ("Plan"). The Plan, as amended, provides that
director retirement benefits will be calculated based upon director compensation
paid by both the Registrant and the Bank. Such benefits will be based upon the
sum of annual retainers paid by both the Registrant and the Bank and fees paid
for attendance at regular board meetings of the Registrant and the Bank.
Previously, such retirement benefits were based upon only the annual retainer
paid by the Bank. In addition, benefits shall be payable for the life of the
retired director, but in no event for a period of less than 144 months.
Previously, benefits were payable for 144 months. As a result of this plan
amendment, the Registrant will recognize an after-tax financial reporting
expense of approximately $267,000 for the quarter ended June 30, 2005. Ongoing
annual after-tax expenses are anticipated to increase by approximately $24,000
in the next fiscal year and approximately $7,000 per year thereafter.
The foregoing information in this Form 8-K contains forward-looking statements
concerning the anticipated future cost of the Directors' Consultation and
Retirement Plan. The Registrant cautions that such statements are subject to a
number of uncertainties and the actual cost could differ materially, and,
therefore, readers should not place undue reliance on such forward-looking
statements. The Registrant does not undertake, and specifically disclaims, any
obligation to update any forward-looking statement, whether written or oral,
that may be made from time to time by or on behalf of the Registrant.
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.
ASB HOLDING COMPANY
Date: July 1, 2005 By: /s/Fred G. Kowal
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Fred G. Kowal
President and Chief Operating Officer