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): January 27, 2005
----------------
CAMCO FINANCIAL CORPORATION
------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-25196 51-0110823
- ---------------------------- -------------------- -----------------------
(State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.)
of incorporation)
6901 Glenn Highway, Cambridge, Ohio 43725
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 435-2020
----------------------------
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 (see General Instruction A.2. below):
[ ] 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))
1
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
- --------------------------------------------------------
On January 27, 2005, the Board of Directors of Camco Financial Corporation
("Camco") awarded options to acquire Camco stock to its directors and certain
employees under the Westwood Homestead Financial Corporation 1997 Stock Option
Plan and the Camco Financial Corporation 2002 Equity Incentive Plan. The terms
and conditions of the stock option awards are set forth in the applicable plan
and in the applicable form of award agreement attached hereto. The exercise
price for each of the options is $16.51 per share.
Each of the following directors received an option to acquire 5,000 shares
of Camco stock and will execute an award agreement with Camco in the form of
Exhibit 10.3 attached hereto: Larry A. Caldwell, Robert L. Dix, Jr., Terry A.
Feick, Susan J. Insley, Paul D. Leake, Carson K. Miller, Samuel W. Speck and
Jeffrey T. Tucker.
Richard C. Baylor received an option to acquire 15,752 shares of Camco
stock and will execute an award agreement with Camco in the form of Exhibit 10.3
attached hereto as to 14,029 of those option shares and will execute an award
agreement in the form of Exhibit 10.4 attached hereto as to the remaining 1,723
of those option shares.
Each of the following executive officers received an option to acquire the
number of shares of Camco stock noted by his name and will execute an award
agreement with Camco in the form of Exhibit 10.5 attached hereto: D. Edward
Rugg- 5,540; Mark A. Severson- 3,433; David S. Caldwell- 3,100; and Edward A.
Wright- 3,100.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
- --------- ----------------------------------
(c) Exhibits.
Exhibit No. Description
----------- -----------
10.1 Westwood Homestead Financial Corporation 1997 Stock
Option Plan (Incorporated by reference to Camco's Form
S-8 filed on January 5, 2000, File Number 333-94113,
Exhibit 4.01).
10.2 Camco Financial Corporation 2002 Equity Incentive Plan
(Incorporated by reference to Camco's Form S-8 filed on
June 10, 2002, File Number 333-90152, Exhibit 4.01).
10.3 Non-Qualified Stock Option Award Agreement Pursuant to
the Westwood Homestead Financial Corporation 1997 Stock
Option Plan.
2
Exhibit No. Description
----------- -----------
10.4 Incentive Stock Option Award Agreement Pursuant to the
Westwood Homestead Financial Corporation 1997 Stock
Option Plan.
10.5 Incentive Stock Option Award Agreement Pursuant to the
Camco Financial Corporation 2002 Equity Incentive Plan.
3
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.
CAMCO FINANCIAL CORPORATION
By: /s/ Mark A. Severson
--------------------------------
Mark A. Severson
Chief Financial Officer
Date: February 2, 2005
4