SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 26, 2006
PSB GROUP, INC.
(Exact name of registrant as specified in its charter)
Michigan 000-50301 42-1591104
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1800 East Twelve Mile Road, Madison Heights, Michigan 48071
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 548-2900
Not Applicable
(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 (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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On June 26, 2006, PSB Group, Inc. (the "Company") announced the appointment
effective July 5, 2006 of Michael J. Tierney to serve as President and Chief
Executive Officer of Peoples State Bank (the "Bank"), the Company's wholly owned
subsidiary. Mr. Tierney will assume the additional responsibilities as President
and Chief Executive Officer of the Company upon the retirement of Robert L. Cole
from that position, anticipated in January, 2007.
The employment agreement between the Company and Mr. Tierney (the
"Employment Agreement") provides for a three-year term with automatic one year
renewal periods at the expiration of the term, unless either party notifies the
other of its intention not to renew not less than 180 days prior to the
expiration of the then-current term. Mr. Tierney's initial base salary is
$245,000 per annum, not including a $25,000 signing bonus and a grant of 2,500
shares of common stock which will become effective on July 5, 2006. Mr.
Tierney's base salary will be subject to increase (in the discretion of the
board) beginning in 2008. Mr. Tierney will also be entitled to a $50,000 bonus
payable not later than March 31, 2007, unless he voluntarily terminates his
employment prior to January 1, 2007. For 2007 and thereafter, any bonuses paid
to Mr. Tierney will be based on the achievement of performance criteria
established by the board and Mr. Tierney. In addition, Mr. Tierney will receive
2,500 shares of common stock, vesting over four years, pursuant to a restricted
stock agreement.
In addition to customary benefits provided by the Company to its employees
generally, Mr. Tierney's benefits include a car allowance, initial fees and
reimbursement of annual dues at the Wyngate Country Club and Detroit Athletic
Club, and bank owned life insurance (or other life insurance benefits) providing
for an annual retirement benefit of at least $60,000 for a period of at least 10
years commencing upon his reaching age 65, provided Mr. Tierney is employed by
the Company for at least 10 years. Mr. Tierney is entitled to five weeks of paid
vacation time per year. The Employment Agreement contains customary
indemnification provisions provided to executive officers and provides for
coverage under the Company's directors and officers liability insurance policy.
Mr. Tierney will be subject to certain non-competition provisions,
including the requirement that, in the event that he is terminated without cause
(as defined in the Employment Agreement) or that he terminates his employment
with good reason (also defined in the Employment Agreement), he may not compete
with the Company within a 50 mile radius of the Company's main office for the
shorter of 12 months or the then-remaining term of his Employment Agreement. Mr.
Tierney is also prohibited from soliciting other bank employees for a 12 month
period following the termination of his employment.
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If, within 12 months following a change of control (as defined in the
Employment Agreement), Mr. Tierney's employment is terminated without cause or
if he terminates for good reason, he is entitled to his base salary and
continuation in the Company's health plans for the 3-year period following such
termination.
Mr. Tierney was also appointed to the Company's and the Bank's boards of
directors. It is anticipated that Mr. Tierney will serve on the Company's
Executive, Directors Loan, Investment and Asset/Liability Management,
Compensation and Benefits (nonvoting), and Strategic and Long Range Planning
committees.
A copy of Mr. Tierney's employment agreement, restricted stock agreement,
and the Company's press release are attached hereto as exhibits, and are
incorporated herein by reference. The discussion above is qualified in its
entirety by reference to these documents.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number
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10.1 Employment Agreement
10.2 Restricted Stock Agreement
99.1 Press Release, dated June 26, 2006 issued by PSB
Group, Inc.
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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.
PSB GROUP, INC.
Dated: June 26, 2006 By: /s/ Robert L. Cole
------------------------------------
Robert L. Cole
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Employment Agreement
10.2 Restricted Stock Agreement
99.1 Press Release, dated June 26, 2006 issued by PSB Group, Inc.
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