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 18, 2006
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Willow Grove Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-49706 80-0034942
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Welsh and Norristown Roads, Maple Glen, Pennsylvania 19002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 646-5405
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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 January 18, 2006, Willow Grove Bank (the "Bank"), the wholly owned
savings bank subsidiary of Willow Grove Bancorp, Inc. (the "Company"), entered
into a Change in Control Severance Agreement (the "Agreement") with each of
Neelesh ("Neil") Kalani and Patrick Killeen (each of whom is hereinafter
referred to as an "Officer"), who recently commenced employment with the Bank
as its Chief Accounting Officer and Chief Administrative and Risk Manager,
respectively. Pursuant to the terms of the Agreement, in the event the
Officer's employment was terminated in connection with a change-in-control of
Willow Grove Bank or within 12 months thereafter, the Officer would be paid an
amount equal to one times his average annual compensation (defined as the
five-year average base salary and bonus) subject to mitigation and to no
payment being deemed a "parachute payment" under Section 280G of the Internal
Revenue Code of 1986, as amended. The Agreements have an initial term expiring
June 30, 2007 (which term will be extended for additional one-year periods
each July 1st unless prior notice to the contrary is given).
In addition, on January 18, 2006, the Bank entered into Amendment Number
1 (the "Amendment") to its existing employment agreement, dated May 1, 2004,
with Christopher E. Bell. Pursuant to the terms of the Amendment, on or about
February 1, 2006, Mr. Bell will transfer to the Bank's Commercial Lending
Department. The Amendment provides for a term which will expire on November
30, 2006, during which time Mr. Bell will continue to receive his current base
salary and benefits. In the event that Mr. Bell's employment was terminated
prior to November 30, 2006 for any reason other than cause, Mr. Bell would be
entitled to receive a cash severance equal to six-months of his base salary,
plus continued health care benefits for six months and cash equal to the fair
value of Mr. Bell's unvested stock option and recognition and retention plan
awards that otherwise would have vested by November 2, 2007.
For additional information, reference is made to the Agreements and the
Amendment which are included herein as Exhibit 10.1, Exhibit 10.2 and Exhibit
10.3, and which are incorporated herein by reference thereto.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
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(a) Not applicable.
(b) With the employment of Mr. Kalani, Christopher E. Bell no
longer is serving as the Company's Chief Accounting Officer. As
described above, Mr. Bell will be transferring to the Bank's
Commercial Lending Department.
(c) As noted in Item 1.01 hereof, Neil Kalani, age 31, recently
commenced employment as the Chief Accounting Officer of Willow
Grove Bank. In such capacity, Mr. Kalani, who is a certified
public accountant, also is deemed to be the Chief Accounting
Officer of the Company. Prior to his employment with the Bank,
Mr. Kalani was employed as an accounting manager with Comcast
Cable Communications since June 2004 and, prior thereto, was an
Audit Manager with
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the accounting firm of KPMG, LLP. As described in Item 1.01, above,
Mr. Kalani has entered into a Change in Control Severance Agreement
with the Bank. Mr. Kalani has not engaged in any transactions since
July 1, 2004 with the Company or any of its subsidiaries that would
be required to be reported under Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission.
Item 8.01 Other Events
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On January 19, 2006, the Company issued a press release announcing that
it expects to release its earnings announcement for the second fiscal quarter
on February 7, 2006 and providing details for its inaugural quarterly
conference call to discuss the results for the quarter.
Item 9.01 Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following exhibit is included with this Report:
Exhibit No. Description
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10.1 Change in Control Severance Agreement,
dated January 18, 2006, between Willow Grove Bank
and Neil Kalani
10.2 Change in Control Severance Agreement,
dated January 18, 2006, between Willow Grove Bank
and Patrick Killeen
10.3 Amendment No. 1, dated January 18, 2006, to the
Employment Agreement between Willow Grove Bank
and Christopher E. Bell
99.1 Press release issued on January 19, 2006
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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.
WILLOW GROVE BANCORP, INC.
By: /s/ Joseph T. Crowley
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Name: Joseph T. Crowley
Title: Chief Financial Officer
Date: January 20, 2006