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, 2006
FIRST NIAGARA FINANCIAL GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-23975 42-1556195
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File No.) Identification No.)
6950 South Transit Road, P.O. Box 514, Lockport, New York 14095-0514
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716) 625-7500
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 is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_| 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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 8, 2006, First Niagara Financial Group, Inc. (the "Company"),
the holding company for First Niagara Bank (the "Bank"), issued a press release
announcing that its Board of Directors elected John R. Koelmel as President and
Chief Operating Officer and Acting Chief Executive Officer. Paul J. Kolkmeyer,
who served as President and Chief Executive Officer since December 2003, has
left this position and resigned from the Board of Directors of the Bank and the
Company. A copy of the press release is filed as exhibit 99.1 to this report.
Mr. Koelmel, age 54, has served as Executive Vice President and Chief
Financial Officer of the Company and the Bank since January 2004. Prior to
joining the Company in 2004, he served for two years as the Chief Administrative
Officer of Financial Institutions, Inc., after retiring in 2000 as Managing
Partner of the Buffalo office of KPMG LLP. Mr. Koelmel is employed pursuant to
the terms of an employment agreement, the material terms of which are disclosed
in the Company's proxy statement dated March 29, 2006. The employment agreement
has not been modified or amended as a result of his appointment as President and
Chief Operating Officer and Acting Chief Executive Officer. There are no
transactions between the Company and Mr. Koelmel that are required to be
disclosed pursuant to Item 404(a) of SEC Regulation S-K.
Pursuant to the terms of the employment agreement between Mr. Kolkmeyer
and the Company, and in accordance with a Separation Agreement dated December 8,
2006, the departure of Mr. Kolkmeyer is considered a "termination of employment
by the Company without cause." Accordingly, Mr. Kolkmeyer is entitled to a cash
payment of $1.962 million (which includes the present value of thirty six months
of base salary and bonus) and the continuation of insurance coverages for a
period of thirty-six months. He will also receive a cash payment of $325,000 in
return for the release of all claims against the Company and the Bank relating
to his employment, for his immediate resignation from employment and from the
boards of directors, and in satisfaction of any claim with respect to the
management incentive plan for the year ending December 31, 2006. All options and
restricted stock awards that do not vest within 30 days of the December 8, 2006
Separation Agreement are forfeited. The option exercise period for his
outstanding and exercisable stock options was extended to December 31, 2007.
Under the terms of his employment agreement, Mr. Kolkmeyer will be subject to
certain non-solicitation and non-competition restrictions.
Item 9.01 Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit No. Description
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99.1 Press release dated December 8, 2006
SIGNATURE
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.
FIRST NIAGARA FINANCIAL GROUP, INC.
DATE: December 14, 2006 By: /s/ John R. Koelmel
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John R. Koelmel
President and Chief Operating Officer
Acting Chief Executive Officer
(Duly authorized representative)