Wsb Financial Group, Inc. - Current report filing (8-K)
February 04 2008 - 5:01AM
Edgar (US Regulatory)
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: January 31, 2008
WSB Financial Group, Inc.
(Exact name of registrant as specified in its charter)
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Washington
(State of incorporation or organization)
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001-33188
(Commission File Number)
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20-3153598
(I.R.S. Employer Identification No.)
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607 Pacific Avenue
Bremerton, Washington
(Address of principal executive offices)
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98337
(Zip Code)
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Registrants telephone number, including area code:
(360) 405-1200
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On February 1, 2008, WBC Financial Group, Inc. (the Company) issued a press release
announcing its earnings and financial results for the fiscal quarter ended September 30, 2007, its
preliminary financial results for the fiscal quarter and year ended December 31, 2007, and the
filing of its quarterly report on Form 10-Q, which includes the results of the completion of an
independent loan evaluation. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information furnished in this Item 2.02 and the press release attached hereto as Exhibit
99.1 is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section. Further, the information in this report (including the exhibit hereto)
is not to be incorporated by reference into any of the Companys filings with the Securities and
Exchange Commission, whether filed prior to or after the furnishing of this Form 8-K, regardless of
any general or specific incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) The Company announced today, February 1, 2008, that David K. Johnson (Johnson) resigned
as a member of the Board of Directors of the Company and its subsidiary, Westsound Bank, effective
January 31, 2008, and that Johnson will be stepping down as president and chief executive officer
of the Company and its subsidiary, Westsound Bank after an interim period.
(e) The Company has entered into a Separation Agreement and Release dated January 31, 2008
(the Agreement) with Johnson replacing his Employment Agreement. Under the terms of the
Agreement, Johnson will continue to serve as president and chief executive officer of the Company
until the Separation Date, as that term is defined in the Agreement.
Subject to a competition restriction, the Company has agreed to pay Johnson, commencing on the Separation
Date, a severance payment equal to six months of his base compensation.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Item 7.01 Regulation FD Disclosure.
The press release referred to under Items 2.02 and 5.02 above and filed as Exhibit 99.1 hereto
includes disclosure relating to the Companys earnings and financial results for the fiscal quarter
ended September 30, 2007, and preliminary financial results for the fiscal quarter and year ended
December 31, 2007. The full text of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information contained herein, including Exhibit 99.1 attached hereto, is furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
Further, the information in this report (including the exhibit hereto) is not to be incorporated by
reference into any of the Companys filings with the Securities and Exchange Commission, whether
filed prior to or after the furnishing of this Form 8-K, regardless of any general or specific
incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release, issued February 1, 2008, regarding earnings for
the quarter ended September 30, 2007 and preliminary financial
results for the quarter and year ended December 31, 2007, and
the resignation of Johnson as director.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned there unto
duly authorized.
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WSB FINANCIAL GROUP, INC.
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(Registrant)
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February 1, 2008
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/s/ Mark D. Freeman
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(Date)
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Mark D. Freeman
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Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release, issued February 1, 2008, regarding earnings for
the quarter ended September 30, 2007 and preliminary financial
results for the quarter and year ended December 31, 2007, and
the resignation of Johnson as director.
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