UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
COMMUNITY FIRST BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CFB [GRAPHIC OF TREE OMITTED]
COMMUNITY FIRST BANCORP, INC.
April 28, 2006
Dear Fellow Stockholder:
You are cordially invited to attend the 2006 Annual Meeting of Stockholders
of Community First Bancorp, Inc., the holding company for Community First Bank.
The Annual Meeting will be held at the main office of the Bank, 2420 North Main
Street, Madisonville, Kentucky on Thursday, June 1, 2006 at 8:00 a.m.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the meeting. During the meeting, we will
also report on the operations of the Company. Directors and officers of the
Company will be present to respond to any questions stockholders may have.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS
POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. Your vote is
important, regardless of the number of shares you own. Voting by proxy will not
prevent you from voting in person but will assure that your vote is counted if
you are unable to attend the meeting. On behalf of your Board of Directors, we
thank you for your interest and support.
Sincerely,
/s/William M. Tandy
William M. Tandy
President and Chief Executive Officer
2420 North Main Street, Madisonville, Kentucky 42431 o (270) 326-3500
COMMUNITY FIRST BANCORP, INC.
2420 North Main Street
Madisonville, Kentucky 42431
(270) 326-3500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 1, 2006
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders (the
"Annual Meeting") of Community First Bancorp, Inc. (the "Company") will be held
at the main office of Community First Bank, 2420 North Main Street,
Madisonville, Kentucky on Thursday, June 1, 2006 at 8:00 a.m., Central Time.
A proxy statement and proxy card for the Annual Meeting accompany this
notice.
The Annual Meeting is for the purpose of considering and acting upon
the following matters:
1. The election of three directors; and
2. The consideration of such other matters as may properly come
before the Annual Meeting.
Any action may be taken on any one of the foregoing proposals at the
Annual Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. Only
stockholders of record at the close of business on April 7, 2006 are entitled to
vote at the Annual Meeting and any adjournments thereof.
You are requested to complete and sign the accompanying proxy card
which is solicited by the Board of Directors and to mail it promptly in the
accompanying envelope. The proxy card will not be used if you attend and vote at
the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Michael D. Wortham
Michael D. Wortham
Secretary
Madisonville, Kentucky
April 28, 2006
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. THE
ENCLOSED PROXY CARD IS ACCOMPANIED BY A SELF-ADDRESSED ENVELOPE FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
PROXY STATEMENT
OF
COMMUNITY FIRST BANCORP, INC.
2420 North Main Street
P.O. Box 736
Madisonville, Kentucky 42431
(270) 326-3500
ANNUAL MEETING OF STOCKHOLDERS
June 1, 2006
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GENERAL
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This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Community First Bancorp,
Inc. (the "Company") to be used at the 2006 Annual Meeting of Stockholders of
the Company and any adjournments or postponements thereof (the "Annual Meeting")
which will be held at the main office of Community First Bank (the "Bank"), 2420
North Main Street, Madisonville, Kentucky on Thursday, June 1, 2006 at 8:00
a.m., Central Time. This proxy statement and the accompanying form of proxy are
first being sent to stockholders on or about April 28, 2006.
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by properly executed proxies
will be voted at the Annual Meeting and all adjournments or postponements
thereof. Proxies may be revoked by written notice to Michael D. Wortham,
Secretary, at the address shown above, by filing a later-dated proxy prior to a
vote being taken on a particular proposal at the Annual Meeting or by attending
the Annual Meeting and voting in person. The presence of a stockholder at the
Annual Meeting alone will not revoke such stockholder's proxy.
Unless contrary instruction is given, proxies solicited by the Board of
Directors of the Company will be voted for the election as directors of the
nominees set forth below. The proxy confers discretionary authority on the
persons named therein to vote with respect to the election of any person as a
director where the nominee is unable to serve or for good cause will not serve,
and matters incident to the conduct of the Annual Meeting. If any other business
is properly presented at the Annual Meeting, proxies will be voted by those
named therein in accordance with the determination of a majority of the Board of
Directors.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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The securities entitled to vote at the Annual Meeting consist of the
Company's common stock, par value $0.01 per share (the "Common Stock").
Stockholders of record as of the close of business on April 7, 2006 (the "Record
Date") are entitled to one vote for each share then held. At the Record Date,
there were 297,406 shares of the Common Stock outstanding. The presence, in
person or by proxy, of at least a majority of the total number of shares of
Common Stock outstanding and entitled to vote is required for a quorum at the
Annual Meeting.
The following table sets forth, as of the Record Date, certain
information as to those persons who were known to be the beneficial owners of
more than five percent (5%) of the Company's outstanding shares of Common Stock
and the shares of Common Stock beneficially owned by all executive officers and
directors of the Company as a group.
Percent of Shares of
Name and Address Amount and Nature of Common Stock
of Beneficial Owner Beneficial Ownership1 Outstanding2
- ------------------- --------------------- ------------
Gary B. Kivett 18,800 6.32%
P.O. Box 707
Spruce Pine, NC 28777
Israel Englander 25,500 3 8.57%
Millenium Management, L.L.C.
Millenco, L.P.
666 Fifth Avenue
New York, NY 10103
All directors and executive officers 56,362 4 18.89%
as a group (10 persons)
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1 For purposes of this table, a person is deemed to be the beneficial owner
of any shares of Common Stock if he or she has or shares voting or
investment power with respect to such Common Stock or has a right to
acquire beneficial ownership of such Common Stock at any time within 60
days from the Record Date. As used herein, "voting power" is the power to
vote or direct the voting of shares and "investment power" is the power to
dispose or direct the disposition of shares. Except as otherwise noted,
ownership is direct, and the named persons exercise sole voting and
investment power over the shares of the Common Stock.
2 In calculating the percentage ownership of an individual or group, the
number of shares outstanding is deemed to include any shares which the
individual or group has the right to acquire within 60 days of the Record
Date.
3 According to the most recent amendment to the Statement on Schedule 13G
filed by the Reporting Persons on January 25, 2006, Millennium Management,
L.L.C. is the general partner of Millenco, L.P. and Israel Englander is the
managing member of Millennium Management, L.L.C.
4 Includes 1,036 shares which directors and executive officers have the right
to acquire within 60 days of the Record Date pursuant to the vesting of
awards under the 2005 Restricted Stock Plan.
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PROPOSAL I -- ELECTION OF DIRECTORS
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The Company's Board of Directors is composed of nine members. Under the
Company's Articles of Incorporation, directors are divided into three classes,
as nearly equal in number as possible. Each class serves for a three-year
period, with approximately one-third of the directors elected each year. The
Board of Directors has nominated directors Paul W. Arison, Charlotte E. Baldwin
and C. Barry Vaughn to serve as directors for additional three-year terms.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend or the size of the Board may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why any nominee might be
unavailable to serve.
2
Under the Company's Bylaws, directors are elected by a plurality of the
votes of the shares present in person or by proxy at the Annual Meeting. Votes
which are not cast at the Annual Meeting, either because of abstentions or
broker non-votes, are not considered in determining the number of votes which
have been cast for or withheld from a nominee. Unless otherwise specified on the
proxy, it is intended that the persons named in the proxies solicited by the
Board will vote for the election of the named nominees.
The following table sets forth the names of the Board's nominees for
election as directors of the Company and of those directors who will continue to
serve as such after the Annual Meeting. Also set forth is certain other
information with respect to each person's age, their positions with the Company,
the year he or she first became a director of the Company's wholly owned
subsidiary, Community First Bank (the "Bank" or "Community First"), the
expiration of his or her term as a director, and the number and percentage of
shares of the Common Stock beneficially owned. All of the directors were
initially appointed as directors of the Company in 2003 in connection with the
Company's incorporation.
Year First Shares of
Elected as Current Common Stock
Director Term Beneficially Percent
Name and Position Age* of the Bank to Expire Owned*1 of Class2
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BOARD NOMINEES FOR TERMS TO EXPIRE IN 2009
Paul W. Arison 54 1993 2006 9,357 3.15%
Director
Charlotte E. Baldwin 74 1991 2006 2,320 0.78%
Director
C. Barry Vaughn 58 1999 2006 5,156 1.73%
Director
DIRECTORS CONTINUING IN OFFICE
William M. Tandy 50 2001 2007 6,636 2.23%
President, Chief Executive Officer,
Chairman of the Board and Director
Steven E. Carson 54 1991 2007 6,570 2.21%
Director
J. Craig Riddle 81 1970 2007 13,208 4.44%
Director
Michael D. Wortham 35 1998 2008 491 0.17%
Vice President, Chief Financial Officer
and Director
Ralph T. Teague 87 1979 2008 6,333 2.13%
Vice Chairman and Director
Charles G. Ramsey 55 2001 2008 6,291 2.12%
Director
(footnotes on following page)
3
______________________
* As of the Record Date.
1 Includes stock held in joint tenancy; stock owned as tenants in common;
stock owned or held by a spouse or other member of the individual's
household; stock allocated through certain employee benefit plans of the
Company; stock in which the individual either has or shares voting and/or
investment power and shares which the individual has the right to acquire
at any time within 60 days of the Record Date. Each person or relative of
such person whose shares are included herein exercises sole or shared
voting and dispositive power as to the shares reported. Includes 83 shares
which Messrs. Teague and Riddle each have the right to acquire pursuant to
the vesting of restricted stock within 60 days of the Record Date, 70
shares which Ms. Baldwin and Mr. Carson each have the right to acquire, 61
shares which Mr. Arison has the right to acquire, 46 shares which Mr.
Vaughn has the right to acquire, 41 shares which Mr. Ramsey has the right
to acquire, 416 shares which Mr. Tandy has the right to acquire and 166
shares which Mr. Wortham has the right to acquire.
2 In calculating the percentage ownership of an individual or group, the
number of shares outstanding is deemed to include any share which the
individual or group has the right to acquire within 60 days of the Record
Date.
The principal occupation of each director and executive officer of the
Company for the last five years is set forth below.
Paul W. Arison has been employed in the Commissary at the Hopkins
County Detention Facility since 2001. Prior to that time, he managed Kuester's
Hardware Store in Madisonville.
Charlotte E. Baldwin, a former mayor of Madisonville and Secretary of
the Kentucky Cabinet of Natural Resources and Environmental Protection, is a
member of the Madisonville Chamber of Commerce and First United Methodist
Church. A graduate of the University of Evansville, she is a Hospice volunteer
and a reading mentor at Grapevine Elementary School.
C. Barry Vaughn is the President and co-owner of Happy's of
Madisonville, an office equipment dealer located in Madisonville. Mr. Vaughn is
a past member of the board of the Madisonville Chamber of Commerce, is a member
of the Kiwanis Club and has been active with the United Way.
William M. Tandy has served as President and Chief Executive Officer of
the Bank from November 2001 to the present. From 1993 to 2001, Mr. Tandy served
as President of Hacienda Bank, Santa Maria, California. Mr. Tandy has been in
the banking industry since 1974 and has been brought in as Chief Executive
Officer by three different banks to successfully effect turnarounds. Mr. Tandy
is a member of the Madisonville Rotary Club and is past president of the Santa
Maria Valley Economic Association and a past board member of the Santa Maria
Chamber of Commerce and the Santa Barbara County Workforce Investment Board.
Steven E. Carson is the owner/operator of Barnett-Strother Funeral
Home, Inc., in Madisonville. Mr. Carson has been active with the Lions Club.
J. Craig Riddle is a retired insurance agent. Mr. Riddle was the owner
and principal of the J. Craig Riddle Insurance Co., a full-line insurance broker
in Madisonville, Kentucky. Mr. Riddle is a founding member of the Kentucky Lake
Sailing Club.
4
Michael D. Wortham has been employed with the Bank since 1994 and currently
serves as the Bank's Chief Financial Officer, Secretary and Treasurer. Mr.
Wortham has served as a board member with the Madisonville Chamber of Commerce
and the United Way and as President of the Kiwanis Club.
Ralph T. Teague is a retired coal company executive. He is active in the
Madisonville Kiwanis Club.
Charles G. Ramsey is Vice President-Finance and Chief Financial Officer of
the Renshaw Automotive Group in Hopkinsville, Kentucky. Mr. Ramsey is a
Certified Public Accountant.
Executive Officer Who is Not a Director
Charlotte Sellers serves as Senior Lender, Senior Vice President and has
been employed by the Bank since September 2003. Prior to joining the Bank, she
was an Assistant Vice President at Fifth Third Bank in Madisonville, Kentucky.
She has six years of banking experience in Commercial Lending. She is a board
member of the Madisonville Hopkins County Chamber of Commerce and is active in
the Kiwanis Club.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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The Company's Board of Directors holds regular and special meetings as
needed. The Board of Directors of the Bank held 12 regular meetings and met
informally on a weekly basis. During the year ended December 31, 2005, the
Company's Board of Directors met one time. No director attended fewer than 75%
of the total number of meetings of the Board of Directors held during 2005 and
the total number of meetings held by all committees on which the director served
during the year. The Company encourages directors to attend annual meetings of
stockholders. All directors attended last year's annual meeting. Stockholders
may send communications to the Board of Directors by addressing them to the
Corporate Secretary at the main office.
Audit Committee. The Company's Audit Committee consists of all of the
directors other than Messrs. Tandy and Wortham. The Company has adopted a
written charter for the Audit Committee. The members of the Audit Committee
would be considered independent under the listing standards of The Nasdaq Stock
Market. The Board of Directors has determined that Charles G. Ramsey is an audit
committee financial expert within the meaning of the regulations of the
Securities and Exchange Commission based on his credentials as a Certified
Public Accountant and his experience as a Chief Financial Officer. The Board of
Directors has determined that Mr. Ramsey would be independent within the meaning
of the listing requirements of The Nasdaq Stock Market. The Audit Committee met
two times during 2005.
Compensation Committee. The Company's Personnel Committee, consisting of
all directors, acts as a compensation committee. The Personnel Committee
annually reviews the compensation paid to the Chief Executive Officer and other
officers and makes recommendations to the full Board of Directors. Messrs. Tandy
and Wortham do not participate in discussions regarding their compensation. The
Personnel Committee met one time during the 2005 fiscal year.
5
Nominating Committee and Director Nomination Process. The Company does
not have a standing nominating committee or committee performing similar
functions. Instead, the full Board of Directors acts as a nominating committee
for the selection of management's nominees for director and each director
participates in the nomination process. All nominees are approved by a majority
of the independent directors. The Board of Directors believes that its
procedures provide adequate assurance that nominations are approved by
independent directors. The Board of Directors will consider director candidates
recommended by stockholders. Any such recommendations must be submitted to the
Secretary at least 120 days prior to the date of the Annual Meeting and should
include the nominee's name and qualifications for board membership. The Board
believes that all nominees for director, including stockholder nominees, should
have the highest personal and professional ethics and integrity; substantial
business or other professional experience in the primary market area served by
the Company and the Bank; commitment to enhancing the business and prospects of
the Company and the Bank; ability to work with existing board members and
management; ability to make appropriate level of commitment of time and
resources to their duties as director; an understanding of banking and financial
matters and the role of directors in the management of the Company; and
substantial personal investment in the Company common stock. All Board nominees
for election at this year's annual meeting are incumbent directors standing for
re-election. The Board of Directors held one meeting as a nominating committee
during 2005 in order to make nominations for directors.
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DIRECTOR COMPENSATION
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Directors do not receive separate compensation for their service on the
Company's Board of Directors. Directors (including directors who are also
employees) of the Bank receive a monthly fee of $400. Total fees paid to the
directors for the year ended December 31, 2005 were $43,200. Pursuant to the
2005 Restricted Stock Plan which was approved by stockholders on May 19, 2005,
directors were granted the following awards of restricted stock which vest at
the rate of 20% per year beginning one year from the date of grant: Paul Arison
- - 305 shares; Charlotte Baldwin and Steven E. Carson - 354 shares each; Charles
G. Ramsey - 206 shares; J. Craig Riddle and Ralph T. Teague - 416 shares each;
William Tandy - 2,082 shares; C. Barry Vaughn - 231 shares; and Michael D.
Wortham - 833 shares. Effective December 8, 2005, each director agreed to the
cancellation of their previously issued options without the payment of any
consideration.
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EXECUTIVE COMPENSATION
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Summary Compensation Table. The following table sets forth the cash and
noncash compensation awarded to or earned by the Chief Executive Officer of the
Company and the Bank and by each executive officer whose salary and bonus earned
in fiscal year 2005 exceeded $100,000 for services rendered in all capacities to
the Company and its subsidiaries (the "Named Executive Officers").
Long-Term
Annual Compensation Compensation Awards
---------------------------------------- ------------------------
Restricted Securities
Other Annual Stock Underlying All Other
Name and Principal Position Year Salary Bonus Compensation Awards Options Compensation
- --------------------------- ---- ------ ----- ------------ ------ ------- ------------
William M. Tandy 2005 $110,000 $ 500 $ -- $23,943 (1) -- $13,338 (2)
Chief Executive Officer 2004 105,040 500 -- -- 6,943 (3) 13,338
2003 100,000 7,340 -- -- -- 13,450
(footnotes on following page)
6
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(1) Based on the grant-date value ($11.50 per share) of 2,082 shares of
restricted stock awarded under the 2005 Restricted Stock Plan effective May
19, 2005. Such shares vest at the rate of 20% per year beginning one year
from the date of grant. Any dividends paid on the restricted stock will be
paid to Mr. Tandy on vesting. At December 31, 2005, Mr. Tandy had 2,082
unvested shares which had an aggregate value of $18,738 based the last sale
price for the Common Stock reported on the OTC Bulletin Board on that date
($9.00 per share).
(2) Consisted of $4,800 in directors fees, $6,000 automobile allowance and
$2,538 in unused sick leave.
(3) All such options were cancelled without the payment of consideration
effective December 8, 2005.
Employment Agreement. We have entered into an employment agreement with
our President, William M. Tandy. The agreement has a term of three years which
may be extended for an additional one- year period on each anniversary date if
the Board of Directors determines that Mr. Tandy has met the requirements of the
Board. The Board of Directors has determined that Mr. Tandy has met its
requirements as of the most recent anniversary date and the term of the
agreement was extended accordingly. Mr. Tandy's base salary under the employment
agreement is $110,000. Mr. Tandy is also eligible to receive bonuses of 7% of
the Bank's quarterly net profits. His agreement is terminable by us for "just
cause" as defined in the agreement. If we terminate Mr. Tandy without just cause
or if Mr. Tandy terminates his employment for "good reason," he will be entitled
to a continuation of his salary from the date of termination through the
remaining term of the agreement, plus an additional 12 months. If Mr. Tandy
shall become disabled during the term of his agreement, he shall continue to
receive payment of 100% of the base salary for a period of up to 180 days. Such
payments shall not be reduced by any other benefit payments made under other
disability program in effect for our employees. If Mr. Tandy's employment
terminates for a reason other than just cause, he will be entitled to purchase
from us family medical insurance through any group health plan maintained by us.
Mr. Tandy's agreement also contains a provision stating that in the event of the
termination of employment in connection with any change in control of the
Company or us, Mr. Tandy will be paid a lump sum amount equal to 2.99 times his
five-year average annual taxable cash compensation. If such payment had been
made under the agreement as of December 31, 2005, such payment would have
equaled approximately $318,000.
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TRANSACTIONS WITH MANAGEMENT
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From time to time, the Bank engages in banking transactions with its
directors, officers and their associates in the ordinary course of business. At
December 31, 2005, approximately $613,268 of loans were outstanding to directors
and executive officers. Loans to directors and executive officers are only made
in the ordinary course of business of the Bank and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present other unfavorable features. The Bank
waives certain loan document and other fees for full-time employees, including
full-time executive officers.
7
The following table sets forth information on all loans outstanding to
executive officers during the last fiscal year where the aggregate outstanding
indebtedness exceeded $60,000 and fees were waived.
Highest
Outstanding Balance at
Name and Title Type of Loan Rate Balance 12/31/05
- -------------- ------------ ---- ------- --------
William M. Tandy Home Mortgage 5.25% $231,331 $228,070
President Home Equity 9.25% 72,462 71,602
Charlotte Sellers Home Mortgage 5.50% $ 52,321 $ 47,363
Senior Vice President Automobile 6.75% 9,569 5,806
Unsecured 12.00% 4,892 3,416
Michael D. Wortham Home Mortgage 6.00% $ 75,855 $ 73,862
Vice President
During the fiscal year ended December 31, 2005, Directors Steven E.
Carson and J. Craig Riddle lent the Company $150,000 and $200,000, respectively,
to allow the Company to pay down its indebtedness to a third-party financial
institution as required by that institution. The loans provided for the payment
of principal and interest at the rate of 7.50% per annum at maturity. The loans
are scheduled to mature on May 17, 2006. During the fiscal year ended December
31, 2005, the Bank paid $19,871 for office supplies and furniture purchased from
Happy's, Inc., an office supply store of which Director Vaughn is a co-owner.
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RELATIONSHIP WITH INDEPENDENT AUDITORS
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King + Company, PSC served as the Company's independent public
accountants for the last fiscal year. The Board of Directors has appointed King
+ Company, PSC to serve as the Company's independent public accountants for the
current fiscal year. The engagement of King + Company, PSC was approved in
advance by the Audit Committee of the Board of Directors. A representative of
King + Company, PSC is expected to attend the Annual Meeting and will have an
opportunity to make a statement and will be available to respond to appropriate
questions from stockholders.
On November 14, 2005, the Company's former independent auditors, BKD,
LLP ("BKD"), informed the Company of its decision to resign as the Company's
independent auditors effective with the conclusion of its procedures related to
the Form 10-QSB for the quarter ended September 30, 2005. The decision to change
accountants was not recommended by the audit committee of the Company's Board of
Directors. BKD's reports on the Company's consolidated financial statements for
the two fiscal years ended December 31, 2004 did not contain an adverse opinion
or disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles. In connection with their audits of the two
fiscal years ended December 31, 2004 and any subsequent interim period preceding
the date hereof, there were no disagreements between the Company and BKD on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of
BKD, would have caused them to make a reference to the subject matter of the
disagreements in connection with their reports.
8
Fees paid to the Company's principal accountant for each of the last
two fiscal years are set forth below:
Fiscal Audit Audit-Related Tax All Other
Year Fees Fees Fees Fees
- ---- ---- ---- ---- ----
2005 $36,273 $ -- $ -- $ --
2004 $17,010 $20,119 $2,625 --
Audit Fees include fees billed by the Company's independent auditors
for professional services rendered for the audit of the Company's annual
financial statements and reviews of the financial statements included in the
Company's Quarterly Reports on Form 10-QSB filed during the fiscal year ended
December 31, 2005.
Audit-Related Fees include fees billed by the Company's independent
auditors for services provided for the year ended December 31, 2005. The
services comprising these fees consisted of consultation concerning financial
accounting and reporting standards and services related to the various
registration statements filed with the Securities and Exchange Commission in
connection with the stock conversion of the Company.
Tax Fees primarily include fees associated with tax audits, tax
compliance, tax consulting, as well as tax planning. This category also includes
services related to tax disclosure and filing requirements.
The Audit Committee has pre-approved all audit and non-audit services
provided by the independent auditor and has not adopted pre-approval procedures
for this purpose. No portion of non-audit fees during the past two years were
approved pursuant to paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.
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AUDIT COMMITTEE REPORT
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The Audit Committee has reviewed and discussed the audited financial
statements of the Company with management and has discussed with King + Company,
PSC, the Company's independent auditors, the matters required to be discussed
under Statement of Auditing Standards No. 61 ("SAS 61"). In addition, the Audit
Committee received from King + Company, PSC the written disclosures and the
letter required to be delivered by King + Company, PSC under Independence
Standards Board Standard No. 1 ("ISB Standard No. 1") and has discussed with
representatives of King + Company, PSC their independence.
The Audit Committee has reviewed the non-audit services currently
provided by the Company's independent auditor and has considered whether the
provision of such services is compatible with maintaining the independence of
the Company's independent auditors.
9
Based on its review of the financial statements, its discussion with
King + Company, PSC regarding SAS 61, and the written materials provided by King
+ Company, PSC under ISB Standard No. 1 and the related discussion with King +
Company, PSC of their independence, the Audit Committee has recommended that the
audited financial statements of the Company be included in its Annual Report on
Form 10-KSB for the year ended December 31, 2005, for filing with the Securities
and Exchange Commission.
AUDIT COMMITTEE
CHARLES G. RAMSEY J. CRAIG RIDDLE
PAUL W. ARISON RALPH T. TEAGUE
CHARLOTTE E. BALDWIN C. BARRY VAUGHN
STEVEN E. CARSON
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Pursuant to regulations promulgated under the Exchange Act, the
Company's officers, directors and persons who own more than 10% of the
outstanding Common Stock are required to file reports detailing their ownership
and changes of ownership in such Common Stock, and to furnish the Company with
copies of all such reports. Based solely on its review of the copies of such
reports received during the past fiscal year or with respect to the last fiscal
year or written representations from such persons that no annual reports of
change in beneficial ownership were required, the Company believes that during
2005, all of its officers, directors and all of its stockholders owning in
excess of 10% of the outstanding Common Stock have complied with the reporting
requirements.
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OTHER MATTERS
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The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Annual Meeting, it
is intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the determination of the Board of Directors.
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MISCELLANEOUS
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The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's 2005 Annual Report to Stockholders, including financial
statements, is being mailed to all stockholders of record as of the Record Date.
Any stockholder who has not received a copy of the Annual Report may obtain a
copy by writing to the Secretary of the Company. The Annual Report is not to be
treated as a part of the proxy solicitation materials or as having been
incorporated herein by reference. A copy of the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2005 as filed with the Securities
and Exchange Commission will be furnished without
10
charge to stockholders as of the Record Date, upon written request to the
Secretary, Community First Bancorp, Inc., P.O. Box 736, Madisonville, Kentucky
42431.
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STOCKHOLDER PROPOSALS
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The Company is currently subject to the proxy rules promulgated by the
Securities and Exchange Commission under the Exchange Act. Assuming the Company
remains subject to such rules, any stockholder proposal to take action at such
meeting must be received at the Company's main office at 2420 North Main Street,
P.O. Box 736, Madisonville, Kentucky 42431 no later than December 30, 2006 to be
eligible for inclusion in the Company's proxy materials for next year's Annual
Meeting of Stockholders. Any such proposals shall be subject to the requirements
of the proxy rules adopted under the Exchange Act. Stockholder proposals, other
than those submitted pursuant to the Exchange Act, to be considered at such
Annual Meeting, must be stated in writing, delivered or mailed to the Secretary
of the Company, not later than January 29, 2007.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Michael D. Wortham
Michael D. Wortham
Secretary
Madisonville, Kentucky
April 28, 2006
11
CFB [GRAPHIC OF TREE OMITTED]
COMMUNITY FIRST BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 1, 2006
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Please complete, date, sign and mail the
detached proxy card in the enclosed postage-prepaid envelope.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.
detach proxy card here
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COMMUNITY FIRST BANCORP, INC. |
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Should the undersigned stockholder be present and elect to vote at the Annual |
Meeting or at any adjournment thereof and after notification to the Secretary of |
the Company at the Annual Meeting of the stockholder's decision to terminate |
this proxy, then the power of said attorneys and proxies shall be deemed |
terminated and of no further force and effect. |
The undersigned stockholder acknowledges receipt from the Company prior to |
execution of this proxy of notice of the Annual Meeting, a Proxy Statement |
therefor and the 2005 Annual Report to Stockholders. |
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| IMPORTANT
| THE PROMPT RETURN OF PROXIES
Signature ___________________________ | WILL SAVE THE COMPANY THE
Signature, if jointly held ___________________________ | EXPENSE OF FURTHER REQUESTS
Date ______________________, 2006 | FOR PROXIES TO ENSURE A
| QUORUM AT THE MEETING. A
Please sign exactly as your name appears on this card. When signing as attorney, | SELF-ADDRESSED, POSTAGE-
executor, administrator, trustee or guardian, please give your full title. If | PREPAID ENVELOPE IS ENCLOSED
shares are held jointly, each holder should sign. | FOR YOUR CONVENIENCE.
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REVOCABLE PROXY
COMMUNITY FIRST BANCORP, INC.
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The undersigned hereby appoints J. Craig Riddle, Ralph T. Teague and Michael D. Wortham and each of them, with full powers of
substitution in each, to act as proxies for the undersigned, to vote all shares of common stock of Community First Bancorp, Inc.
(the "Company") which the undersigned is entitled to vote at the annual meeting of stockholders (the "Annual Meeting"), to be
held at the main office of Community First Bank, 2420 North Main Street, Madisonville, Kentucky on Thursday, June 1, 2006 at
8:00 a.m., and at any and all adjournments thereof, as follows:
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
WITH- FOR ALL
FOR HOLD EXCEPT
1. The election as director [ ] [ ] [ ]
of the nominees listed
(except as marked to the
contrary below):
Paul W. Arison Charlotte E. Baldwin C. Barry Vaughn
INSTRUCTION: To withhold authority to vote for a listed nominee(s), mark "FOR ALL EXCEPT" and write the nominee's name in
the space provided below.
________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE LISTED NOMINEES.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE LISTED
NOMINEES. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN ACCORDANCE WITH THE DETERMINATION OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE
HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE
OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
Important: Please sign and date this proxy on the reverse side.