UNITED STATES
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) November 15, 2005
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Islands Bancorp
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(Exact Name of Registrant as Specified in Its Charter)
South Carolina
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(State or Other Jurisdiction of Incorporation)
000-29267 57-1082388
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(Commission File Number) (IRS Employer Identification No.)
2348 Boundary Street, Beaufort, South Carolina 29902
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(Address of Principal Executive Offices) (Zip Code)
(843) 521-1968
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(Registrant's Telephone Number, Including Area Code)
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 (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))
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On November 15, 2005, the employment agreement dated as of July 27, 1999
between William B. Gossett (the "Executive") and Islands Bancorp (the "Company")
was terminated in connection with the Executive's departure from the Company as
reported under Item 5.02 below.
A summary of the terms of the agreement are incorporated by reference to
Item 1.02 of the Current Report on Form 8-K dated August 16, 2005.
While resolution of the Executive's departure is being finalized, the
Company believes that the Executive's covenants not to compete and not to
solicit employees or customers of the Company or Islands Community Bank (the
"Bank") will terminate on November 15, 2006.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On November 15, 2005, the Company terminated the Executive as President and
Chief Executive Officer. Pursuant to the Executive's employment agreement, the
Executive resigned as a director of the Company and the Bank. The Executive had
been serving as the Principal Executive and Financial Officer of the Company.
On November 15, 2005, the Board of Directors of the Company appointed John
R. Perrill to serve as Interim Chief Executive Officer of the Company and the
Bank. In such capacity, Mr. Perrill will serve as Principal Executive and
Financial Officer. Prior to this appointment, Mr. Perrill had served as Senior
Vice President and Senior Lender for the Company and the Bank since May 2001,
positions Mr. Perrill will continue to occupy. Prior to joining the Company,
Mr. Perrill served as a lender for nearly 20 years with Wachovia Bank, N.A. and
its predecessors in the Beaufort market. Under the terms of Mr. Perrill's
existing employment arrangement with the Company, Mr. Perrill's annual base
salary is approximately $135,000.
The Company has retained an executive search firm to assist the Board in
identifying and retaining qualified candidates to permanently fill the Chief
Executive Officer and Chief Financial Officer positions.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Number Description
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10.1 Islands Bancorp 2002 Stock Incentive Plan
10.2 Form of Incentive Stock Option pursuant to the Islands Bancorp 2002
Stock Incentive Plan
10.3 Form of Non-qualified Stock Option pursuant to the Islands Bancorp
2002 Stock Incentive Plan
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.
ISLANDS BANCORP
Dated: November 21, 2005
By: /s/Martin Goodman
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Name: Martin Goodman
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Title: Chairman of the Board
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