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 8, 2005
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GS FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Louisiana 000-22269 72-1341014
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3798 Veterans Boulevard, Metairie, Louisiana 70002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 457-6220
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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 1.01 Entry into a Material Definitive Agreement
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On December 8, 2005 Guaranty Savings and Homestead Association, Metairie,
Louisiana (the "Association"), the wholly owned subsidiary of GS Financial
Corp. (the "Company"), entered into a letter agreement (the "Agreement") with
Stephen E. Wessel providing the terms for Mr. Wessel's employment as President
and Chief Executive Officer. Mr. Wessel commenced his duties as President and
Chief Executive Officer of the Company and the Association as of December 8,
2005. Under the terms of the Agreement, Mr. Wessel will receive, among other
compensation and benefits, an annual base salary of $160,000. If a change in
control occurs within the first two years' of Mr. Wessel's employment and his
employment is terminated other than for cause, Mr. Wessel will be entitled to
receive a lump sum payment equal to one year's base salary and certain other
benefits. A copy of the Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
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As previously indicated, Stephen E. Wessel, age 42, commenced his duties
as President and Chief Executive Officer of the Company and the Association as
of December 8, 2005. Previously, Mr. Wessel was employed as Senior Vice
President, South Louisiana Business Banking Manager for AmSouth Bank since
August 2001 and, prior thereto, as a Regional Business Bank Manager and Vice
President of Whitney National Bank. Mr. Wessel replaces Ralph E. Weber who
served as Interim President of the Company and the Association since the
retirement of Donald Scott in January 2005. Mr. Weber has resumed his former
role as Vice President of the Association.
Item 8.01 Other Events
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On December 12, 2005, the registrant issued a press release announcing
the hiring of Mr. Wessel. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The Letter Agreement, dated as of December 8, 2005, by and
between the Association and Stephen E. Wessel is attached hereto
as Exhibit 10.01.
The registrant's press release, dated December 12,
2005, is attached hereto as Exhibit 99.1.
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.
GS FINANCIAL CORP.
Date: December 13, 2005 By: /s/ Stephen E. Wessel
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Stephen E. Wessel
President and Chief Executive Officer