Sfsb, Inc. - Current report filing (8-K)
August 06 2008 - 9:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Current
Report Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported):
August
4, 2008
SFSB,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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United
States
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000-51037
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20-2077715
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1614
Churchville Road
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Bel
Air, Maryland
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21015
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code:
443-265-5555
(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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____
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Written
communication pursuant to Rule 425 under the Securities Act
(17
CFR 230.425)
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____
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17
CRF 240.14a-12)
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____
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
SFR
240.14d-2 (b))
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____
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR
240.13e- 4 (c))
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Section
5 - Corporate Governance and Management
Item
5.03.
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a)
The
Board
of Directors of the Company adopted amendments to Article II, Sections 14 and
15
of the Company’s Bylaws (the “Bylaws”), effective upon adoption on August 4,
2008. The revisions revise the provisions relating to the notice that a
shareholder nominating a person for director of the Company or wishing to bring
new business before the annual meeting of shareholders must provide to the
nominating committee or secretary to require such notice to include certain
information with respect to the extent to which the shareholder providing the
notice has entered into any hedging transaction or other arrangement with the
effect or intent or otherwise managing benefit, loss or risk of share price
changes or increasing or decreasing such shareholder’s voting power in the
Company’s securities. The revisions also require this information be provided
for persons that hold shares of the Company’s stock of record or beneficially
and are (i) controlling or acting in concert with the shareholder providing
the
notice, (ii) the beneficial owner of shares of the Company’s common stock held
of record by the shareholder giving the notice, or (iii) any affiliate of such
a
person (a “Shareholder Associated Person”). In addition, the revisions clarify
that the shareholder notice should provide information with respect to the
number of shares held both of record and beneficially by the shareholder
providing the notice and any Shareholder Associated Person as well as the name
and address of any such Shareholder Associated Person. Finally, the revisions
provide that no person shall be eligible to serve as a director of the Company
unless nominated in accordance with the procedures set forth in the Bylaws
and
that no new business shall be brought before a meeting of stockholders except
in
accordance with the Bylaws.
In
addition, the revisions to Article II, Section 15 clarify that the advance
notice provisions set forth therein apply with respect to all matters to be
brought before the Company’s annual meeting by a shareholder, whether or not the
proxy rules set forth under the Securities Exchange Act of 1934 apply to such
matter.
Finally,
the Board added a new Section 16, Article II to the Bylaws to clarify that
in
addition to complying with the Bylaws, shareholders must also comply with all
applicable requirements of the Securities Exchange Act of 1934 and the rules
and
regulations thereunder with respect to director nominations and the proposal
of
new business.
The
full
text of the Bylaws, as amended and restated, is filed as
Exhibit 3.1
hereto.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
The
following exhibit is filed herewith:
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3.1
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Bylaws
of SFSB, Inc., as amended and
restated.
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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.
SFSB,
INC.
Date:
August 5, 2008
Philip
E.
Logan, President
SFSB (CE) (USOTC:SFBI)
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