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
July 26, 2005
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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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Synergy Bank (the "Bank"), a wholly-owned subsidiary of the Registrant,
previously entered into change in control severance agreements with Senior Vice
President and Chief Operating Officer Kevin M. McCloskey and Senior Vice
President and Chief Administrative Officer Kevin A. Wenthen. Such agreements
have expired. Under such agreements, if the individual's employment was
terminated within twelve months of a change in control of the Bank, such
individual would receive severance benefits equal to approximately three times
his average annual compensation, provided, however that any payments under the
agreements would be reduced as may be necessary to not exceed the tax deductible
limits under Section 280G of the Code.
On July 26, 2005, the Bank entered into new change in control severance
agreements with Mr. McCloskey and Mr. Wenthen. The agreements have terms of
three years and provide for an annual 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. If the individual's
employment is terminated within twelve months of a change in control of the
Bank, such individual will receive severance benefits equal to approximately
three times his average annual compensation, provided, however that any payments
under the agreements will be reduced as may be necessary to not exceed the tax
deductible limits under Section 280G of the Code.
Also on July 26, 2005, the Bank entered into a change in control severance
agreement with Senior Vice President of Finance and Accounting Richard
Abrahamian. The terms of such agreement are identical to the terms of the
agreements for Messrs. McCloskey and Wenthen.
Copies of the change in control severance agreement for Messrs. McCloskey,
Wenthen and Abrahamian are included with this Form 8-K as exhibits.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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Exhibit Description
Number -----------
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10.1 Change in Control Severance Agreement between Synergy Bank and
Kevin M. McCloskey
10.2 Change in Control Severance Agreement between Synergy Bank and
Kevin A. Wenthen
10.3 Change in Control Severance Agreement between Synergy Bank and
A. Richard Abrahamian
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: July 27, 2005 By: /s/ Kevin A. Wenthen
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Kevin A. Wenthen
Senior Vice President
and Chief Administrative Officer