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): February 19, 2002
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FC Banc Corp.
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(Exact name of registrant as specified in its charter)
Ohio 0-25616 34-1718070
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(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) file number) identification number)
123 North Sandusky Avenue, P.O. Box 567, Bucyrus, Ohio 44820-0567
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440) 562-7040
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
At the regular meeting held on February 19, 2002, the board of
directors of each of FC Banc Corp. and its bank subsidiary, The Farmers Citizens
Bank, adopted a resolution terminating the employment of FC Banc Corp.'s and the
bank's President and Chief Executive Officer, Mr. G.W. Holden. At the time of
his termination, Mr. Holden was serving as a director of FC Banc Corp. for a
term expiring at the annual meeting in 2004. As a result of his termination, Mr.
Holden was required by the terms of his recently amended employment agreement to
resign as a director of each of FC Banc Corp. and the bank, and he has done so
effective as of February 19, 2002.
Mr. Coleman J. Clougherty has been named by the board of directors of
each of FC Banc Corp. and the bank as interim Chief Executive Officer. FC Banc
Corp.'s board and the bank's board currently anticipate that they will make a
decision with respect to a permanent CEO after an evaluation period of
approximately six months. Mr. Clougherty was appointed Vice President of
Administration of The Farmers Citizens Bank on July 17, 2001. He formerly served
as President and Chief Executive Officer of a community bank located in
Southeastern Ohio from August 2000 through May 2001. Prior to that, Mr.
Clougherty served as Senior Vice President of a $235 million bank with
responsibility for retail operations of an 8 office central Ohio community bank.
Mr. Donald Denney has been elected President of The Farmers Citizens Bank. After
joining the bank in February 1996 as a lending officer, Mr. Denney was promoted
to Vice President and Chief Lending Officer in March 1996. Mr. Denney has more
than 25 years of experience in the banking industry
Counsel for the Boards of FC Banc Corp. and the bank are in discussions
with Mr. Holden and his counsel for the purpose of reaching agreement concerning
severance arrangements for Mr. Holden under his employment agreement and
associated compensation arrangements. Mr. Holden was serving under an employment
agreement dated March 31, 1998. The employment agreement had a three-year term,
renewing each year for one additional year. The last renewal having occurred on
March 31, 2001, the employment agreement had an approximately two- year term
remaining at the time of Mr. Holden's termination. The agreement provides that
Mr. Holden is entitled to severance equal to the amount of compensation
remaining unpaid for the unexpired term of the agreement if he is terminated
without cause, with the severance compensation payable in a lump sum within 30
days after termination. Mr. Holden is also party to a Salary Continuation
Agreement providing for an annual early termination benefit for 15 years in the
approximate amount of $47,131. According to the terms of the Salary Continuation
Agreement, payment of the annual benefit commences when Mr. Holden reaches
normal retirement age 65 in 2011. Rather than paying the early termination
annual benefit to Mr. Holden over 15 years beginning nine years hence, if Mr.
Holden petitions the bank for payment of the entire benefit in a lump sum, the
bank has discretion to pay to him in a single lump sum at any time. The amount
of the payment would be the early termination benefit accrual balance, less any
early termination benefits already paid, plus interest at a rate of 8% on the
accrual balance not yet paid for the period from the date Mr. Holden's
employment was terminated until the date of payment of the lump sum amount. The
accrual balance is approximately $185,159.
The employment agreement is included as an exhibit in FC Banc Corp.'s
Form 10-KSB for the year ended December 31, 2000. A July 2001 amendment of the
employment agreement is included as an exhibit in FC Banc Corp.'s Form 10-QSB
for the quarter ended September 30, 2001. A copy of Mr. Holden's Amended and
Restated Salary Continuation Agreement is included as an exhibit in the Form
10-QSB for the quarter ended September 30, 2001. Reference is made to those
exhibits for additional information concerning Mr. Holden's employment and
severance arrangements, and those exhibits are incorporated by reference herein.
FC Banc Corp. is a bank holding company engaged in the business of
commercial and retail banking through its subsidiary The Farmers Citizens Bank,
which accounts for substantially all of the revenues, operating income, and
assets of FC Banc Corp. Headquartered in Bucyrus in Crawford County, Ohio, the
bank's principal office is temporarily located in a leased facility at 123 North
Sandusky Avenue while its main office at 105 Washington Square, Bucyrus, Ohio is
undergoing reconstruction. The Farmers Citizens Bank's branches are --
o 233 North Sandusky Avenue, Bucyrus,
o 1605 Marion Road, Bucyrus,
o 103 East Main Street, Cardington, and
o 240 West Sandusky Street, Fredericktown.
The bank conducts a general banking business embracing the usual
functions of a commercial, retail and savings bank, including: time, savings,
money market and demand deposit accounts; commercial, industrial, agricultural,
real estate and consumer installment lending; safe deposit box rental, automated
teller machines, and other services tailored to individual customers. The Bank
makes and services secured and unsecured loans to individuals, firms and
corporations.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
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Not applicable
(b) Pro forma financial information.
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Not applicable
(c) Exhibits
10.2 Employment Agreement with G.W. Holden dated March 31, 1998
(incorporated by reference to Exhibit 10.2 of FC Banc Corp.'s
Form 10-KSB for the year ended December 31, 2000)
10.2.1 Amendment of Employment Agreement with G.W. Holden, dated July
10, 2001 (incorporated by reference to Exhibit 10.2.1 of FC
Banc Corp.'s Form 10-QSB for the quarter ended September 30,
2001)
10.3 Amended and Restated Salary Continuation Agreement with G.W.
Holden, dated July 10, 2001 (incorporated by reference to
Exhibit 10.3 of FC Banc Corp.'s Form 10-QSB for the quarter
ended September 30, 2001)
10.12 Split Dollar Agreement with G.W. Holden dated July 10, 2001
(incorporated by reference to Exhibit 10.12 of FC Banc Corp.'s
Form 10-KSB for the year ended December 31, 2000)
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.
FC Banc Corp.
Dated: March 1, 2002 By: /s/ Coleman J. Clougherty
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Coleman J. Clougherty
Its: Chief Executive Officer
Exhibit Index
Exhibit
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10.2 Employment Agreement with G.W. Holden dated March 31, 1998
(incorporated by reference to Exhibit 10.2 of FC Banc Corp.'s
Form 10-KSB for the year ended December 31, 2000)
10.2.1 Amendment of Employment Agreement with G.W. Holden, dated July
10, 2001 (incorporated by reference to Exhibit 10.2.1 of FC
Banc Corp.'s Form 10-QSB for the quarter ended September 30,
2001)
10.3 Amended and Restated Salary Continuation Agreement with G.W.
Holden, dated July 10, 2001 (incorporated by reference to
Exhibit 10.3 of FC Banc Corp.'s Form 10-QSB for the quarter
ended September 30, 2001)
10.12 Split Dollar Agreement with G.W. Holden dated July 10, 2001
(incorporated by reference to Exhibit 10.12 of FC Banc Corp.'s
Form 10-KSB for the year ended December 31, 2000)