- Current report filing (8-K)
July 16 2009 - 4:38PM
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 (Date of earliest event reported)
|
July
13, 2009
|
|
|
|
|
GS
FINANCIAL CORP.
|
|
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
Louisiana
|
000-22269
|
72-1341014
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
Identification
No.)
|
|
|
|
|
|
3798
Veterans Boulevard, Metairie, Louisiana
|
70002
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
|
|
|
|
|
Registrant’s
telephone number, including area code
|
(504)
457-6220
|
|
|
|
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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
(a) Not
applicable.
(b) On
July 13, 2009, Martin S. Friedman resigned as a director of GS Financial Corp.
(the “Company”) as well as its wholly owned subsidiary, Guaranty Savings Bank
(the “Bank”). The resignation followed Mr. Friedman's receipt of a
letter (the “Letter”) from the Office of Thrift Supervision (the “OTS”) which
indicates the OTS's view that Mr. Friedman together with Donald C. Scott, Riggs
Qualified Partners, LLC, Philip J. Timyan and F.J. Capital Long/Short Equity
Fund LLC (collectively, the “Group”) acquired control (within the meaning of OTS
regulations), without the prior approval of the OTS as required by OTS
regulations implemented under the Savings and Loan Holding Company Act and the
Change in Bank Control Act. As a result, the OTS Letter stated that
Mr. Friedman should resign as a director of the Company and the Bank and that no
other representative of the Group should be appointed to the board of directors
of the Company or the Bank while the Group holds, in the aggregate, more that
10% of the outstanding shares of the Company’s common stock, par value $0.01 per
share (the “Common Stock”). The Letter also states that the Group
should divest itself of the beneficial ownership of all shares of Common Stock
collectively owned by the Group in excess of 10% of the outstanding shares of
Common Stock. Furthermore, while the Group’s holdings exceed 10% of
the outstanding Common Stock, the Group should refrain from voting its shares of
Common Stock.
A copy of
Mr. Friedman’s letter of resignation is attached hereto as Exhibit 17.1, which
is incorporated herein by reference.
|
(c)
|
Not
applicable.
|
|
(d)
|
Not
applicable.
|
|
(e)
|
Not
applicable.
|
|
(f)
|
Not
applicable.
|
|
|
|
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
|
|
|
(a)
|
Not
applicable.
|
|
(b)
|
Not
applicable.
|
|
(c)
|
Not
applicable.
|
|
(d)
|
Exhibits.
|
The
following exhibit is included with this Report.
|
|
|
|
|
|
|
17.1
|
|
Letter
of resignation from Martin S. Friedman, received July 13,
2009.
|
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.
|
|
|
GS
FINANCIAL CORP.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: July
16, 2009
|
By:
|
/s/
Stephen E. Wessel
|
|
|
|
Stephen
E. Wessel
|
|
|
|
President
and Chief Executive
Officer
|
|
|
|
|
|
|
|
17.1
|
|
Letter
of resignation from Martin S. Friedman, received July 13,
2009.
|
GS Financial Corp. (MM) (NASDAQ:GSLA)
Historical Stock Chart
From Jun 2024 to Jul 2024
GS Financial Corp. (MM) (NASDAQ:GSLA)
Historical Stock Chart
From Jul 2023 to Jul 2024
