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) April 25, 2007
____________________________
First Keystone Financial, Inc.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Pennsylvania 000-25328 23-2576479
_____________________________________________________________________________
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
22 West State Street, Media, Pennsylvania 19063
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 565-6210
__________________________
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 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
____________________________________________________________________
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Effective April 25, 2007, Mr. Nedret Vidinli was appointed
to the Boards of Directors of First Keystone Financial (the
"Company") and its wholly owned subsidiary, First Keystone
Bank. In connection with the completion in December 2006 of the
private placement (the "Private Placement") of 400,000 shares
of the common stock of the Company, the Company agreed to
appoint, subject first to the receipt of the non-objection of
the Office of Thrift Supervision, Mr. Vidinli to its Board of
Directors as well as that of the Bank. The description of the
foregoing agreement is qualified in its entirety by reference
to the letter dated December 11, 2006 attached hereto as
Exhibit 10.1, which is incorporated herein by reference.
The OTS informed the Company of its non-objection to Mr.
Vidinli's appointment on April 19, 2007.
Mr. Vidinli was appointed to the class of directors whose term
expires at the 2010 Annual Meeting of Stockholders of the
Company.
As of the date hereof, no determination has been made as to
which committees of the Board of Directors of the Company Mr.
Vidinli will be appointed to.
In connection with the Private Placement, Financial Stocks
Capital Partners IV L.P. ("FSCP") purchased 221,515 shares of
common stock of the Company. Mr. Vidinli serves as Vice
President and Senior Analyst of Finstocks Capital Management
IV, LLC ("Finstocks"). Finstocks is the general partner and
portfolio manager of FSCP. FSCP paid $16.00 per share for the
shares of common stock purchased in the Private Placement, the
same price paid by all non-affiliates for the common stock
sold in the Private Placement, for a total cost of
approximately $3.54 million. Other then the foregoing, the
Company has neither engaged in any transaction with Mr.
Vidinli since January 1, 2006 nor, as of the date hereof, does
it propose to engage in any transaction that would be
required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
(e) Not applicable.
(f) Not applicable.
2
ITEM 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
__________________________________________________________________
(a) Effective April 25, 2007, the Board amended Section 7.1 of the
Company's Amended and Restated Bylaws to increase the maximum number days
between the record date established to determine stockholders entitled to
receipt of a dividend and the payment date thereof from 50 days to 90
days as permitted by the Pennsylvania Business Corporation law. Section
7.1 of the Bylaws, as amended, is attached hereto as Exhibit 3.1 and the
description of the amendment is qualified in its entity by reference to
the amended Section 7.1 attached hereto as Exhibit 3.1 which is
incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
_________________________________
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
The following exhibits are filed herewith.
Exhibit Number Description
___________________ ___________________________________________________
3.1 Section 7.1, as amended, of the Company's Amended
and Restated Bylaws.
10.1 Letter dated December 11, 2006(1)
______________
(1) Incorporated by reference from Exhibit 10.1 of the Company's Current
Report on Form 8-K filed on December 20, 2006.
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.
FIRST KEYSTONE FINANCIAL, INC.
Date: April 30, 2007 By: /s/Rose M. DiMarco
________________________
Rose M. DiMarco
Chief Financial Officer
4