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): September 2, 2005
SE FINANCIAL CORP.
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(Exact name of Registrant as specified in its Charter)
Pennsylvania 0-50684 57-1199010
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1901-03 East Passyunk Avenue, Philadelphia, Pennsylvania 19148
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 468-1700
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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
SE FINANCIAL CORP.
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On September 2, 2005, the Registrant and its wholly-owned subsidiary,
St. Edmond's Federal Savings Bank (the "Bank") entered into Management Severance
Agreements with Chairman Marcy C. Panzer, President and Chief Executive Officer
Pamela M. Cyr, Chief Operating Officer Christopher Jacobsen, and Chief Lending
and Credit Officer Rick Miller.
The agreements have terms of thirty-six months 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 under certain
circumstances relating to a change in control of the Bank, as detailed in the
agreement, such individual will be paid an amount equal to 2.999 times his or
her average annual aggregate taxable compensation for the most recently
completed five calendar years, provided, however that any payments under the
agreement will be reduced as may be necessary to not exceed the tax deductible
limits under Section 280G of the Code.
Such agreements also provide that upon an involuntary termination of
employment, absent termination for just cause, such individuals will receive a
severance payment equal to twelve months of pay at the then effective pay rate
of his or her monthly base salary payable in installments at the regular pay
intervals of the Bank. The current annual base salaries for these individuals
are as follows: Ms. Panzer $50,000; Ms. Cyr $150,000; Mr. Jacobsen $125,000 and
Mr. Miller $125,000.
A form of the Management Severance Agreement is included with this Form
8-K as an exhibit.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10 - Form of Management Severance Agreement
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.
SE FINANCIAL CORP.
Date: September 2, 2005 By: /s/Pamela M. Cyr
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Pamela M. Cyr
President and Chief Executive Officer