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): December 20, 2004
CFS BANCORP, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 000-24611 35-2042093
- ---------------------------- ------------------------ ------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
707 Ridge Road
Munster, Indiana 46321
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(219) 836-5500
----------------------------------------------------
(Registrant's telephone number, including area code)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 20, 2004, the Board of Directors of CFS Bancorp, Inc., a
Delaware corporation (the "Company"), approved the Directors' Deferred
Compensation Plan (the "Plan") for compensation paid to non-executive directors
of the Company and its affiliates. The purpose of the Plan is to permit
directors to defer the receipt of fees payable to them for their services as
directors of the Company or any of the Company's affiliates. A copy of the Plan
is attached as an exhibit to this report.
Under the Plan, a director who elects to participate in the Plan may
elect to defer all or any part of the compensation earned by the director for
services as a director (including cash retainers, fees for attendance at
regularly scheduled board meetings, special meetings called from time to time
and any and all meetings of committees of the board of directors) until a
designated time, the director's death or cessation of service as a director. The
Plan also provides that directors may elect to receive common stock of the
Company in lieu of the cash compensation that would otherwise be payable to
them. In the event a director elects to receive Company stock in lieu of cash
compensation, on the last day of each calendar three-month period, the
director's stock account will be credited with the number of shares determined
by dividing the cash compensation earned by the director during such period by
the fair market value of the Company's stock.
Benefits paid under the Plan are paid in a single lump-sum
distribution, unless the director elects at the time of the initial deferral to
receive annual installments over a period of five years. All shares of Company
stock credited to a director's stock account will, at the time of distribution,
be distributed in Company stock and all amounts credited to a director's
interest-bearing cash account will be distributed in cash.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
10.1 Directors' Deferred Compensation Plan of CFS Bancorp, Inc., effective
January 1, 2005
* * * * * * *
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
CFS BANCORP, INC.
(Registrant)
Date: December 21, 2004 By: /s/ Brian L. Goins
------------------------------------------
Brian L. Goins, Vice President -
Corporate Counsel
3
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Directors' Deferred Compensation Plan of CFS Bancorp,
Inc., effective January 1, 2005
4