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) December 3, 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)
Registrant's telephone number, including area code (219) 836-5500
____________________________
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 240.14d-2(b))
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] 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
------------------------------------------
On December 3, 2004, CFS Bancorp, Inc. (the "Company") and
Citizens Financial Services, FSB (the "Bank"), the Company's
wholly owned subsidiary (collectively, the "Employers"), each
entered into an employment agreement with Mr. Zoran Koricanac
("Executive") to employ the Executive to perform such executive
and managerial duties as the Employers may direct. The
employment agreements do not have a specified term and are not
intended to be construed as a contract for employment for a
specific term. Upon the occurrence of a "Trigger Event", which
is defined in the employment agreements as the execution of a
definitive agreement which is intended to result in a "Change in
Control" (as defined in the employment agreements) of the Company
and which has been publicly announced on a Form 8-K by the
Company (the "Trigger Date"), the term of the employment
agreements becomes one year. The term of the employment
agreement with the Company will be extended daily by a period of
one day starting on the Trigger Date unless the Company provides
notice, not less than 60 days prior to such date of its intent,
not to extend the employment term. The term of the Executive's
agreement with the Bank may be extended by the Bank each year for
an additional year upon the anniversary of the Trigger Date
unless the Bank provides written notice not less than 60 days
prior to the end of the term.
Each of the employment agreements is terminable with or
without cause by the Employers. The Executive has no right to
compensation or other benefits pursuant to the employment
agreements for any period after voluntary termination or
termination by the Employers for cause, disability, retirement or
death. In the event that (i) the Executive terminates his
employment because of failure to comply with any material
provision of the employment agreement by the Employers, which
breach is not cured or (ii) the employment agreement is
terminated by the Employers other than for cause, disability,
retirement or death or by the Executive as a result of certain
adverse actions which are taken with respect to the Executive's
employment following a "Change in Control" of the Company, as
defined, the Executive will be entitled to a cash severance
amount equal to 100% of the salary and cash bonus he earned for
the previous year.
A Change in Control is generally defined in the employment
agreements to include any change in control of the Company
required to be reported under the federal securities laws, as
well as (i) the acquisition by any person of 20% or more of the
Company's outstanding voting securities and (ii) a change in a
majority of the directors of the Company during any three-year
period without the approval of at least two-thirds of the persons
who were directors of the Company at the beginning of such
period.
For additional information, reference is made to the
employment agreements included as Exhibits 10.15 and 10.16 hereto
and which are incorporated herein by reference thereto.
2
ITEM 9.01 Financial Statements and Exhibits
---------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
The following exhibits are filed herewith.
Exhibit Number Description
-------------- -----------
10.15 Employment Agreement entered into between
Citizens Financial Services, FSB and Zoran
Koricanac
10.16 Employment Agreement entered into between
CFS Bancorp, Inc. and Zoran Koricanac
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.
CFS BANCORP, INC.
Date: December 9, 2004 By: /s/ Brian L. Goins
---------------------------------------
Brian L. Goins
Vice President-Corporate Counsel