Citizens Financial Corp/DE/ - Current report filing (8-K)
December 18 2007 - 1:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 12,
2007
CITIZENS
FINANCIAL CORP.
(Exact
name of registrant as specified in its charter)
DELAWARE
|
2-96144
|
55-0666598
|
(
State
or other
jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
211
Third Street, Elkins, West Virginia
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26241
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(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(304)
636-4095
(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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting material
pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240-13e-4(c))
|
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Effective
January 1, 2003, Citizens Financial Corp.’s wholly-owned subsidiary, Citizens
National Bank (the “Bank”), entered into non-qualified supplemental executive
and director retirement plans with various officers and directors of the Bank,
which provides them with income benefits payable at retirement age or
death. These plans are the Executive Supplemental Retirement Plan
(the “Executive Plan”) and the Directors’ Supplemental Retirement Plan (the
“Director Plan”). The Executive Plan and the Director Plan each
provides that the Bank will make certain payments to the executive officer
or
director (as the case may be) upon retirement and to such person’s beneficiaries
in the event of death. These plans are considered unfunded
arrangements maintained primarily to provide supplemental retirement benefits
for the directors and executive officers and are to be considered non-qualified
benefit plans for purposes of the Employee Retirement Security Act of 1974,
as
amended. The amendment to each of the plans amends the existing
agreements and also will be used for newly or recently appointed executive
officers and directors. In connection with these plans, the Bank
purchased life insurance contracts in 2002 for $2,000,000. These
contracts are not assets of either plan.
On
December 12, 2007, the board of directors voted to amend the Executive Plan
and
the Director Plan. These amendments clarify that payments will be
made in 120 monthly installments or in 12 annual installments as specified
in
the individual’s contract only when such termination satisfies the requirement
of a “separation from service” as defined in Section 409A of the Internal
Revenue Code, as amended (the “Code”). Such payments may be subject
to a six-month delay in commencement measured from the date of separation from
service if required by Section 409A of the Code. Otherwise, such
payments commence 30 days following a director’s or executive officer’s
separation of service as defined in Section 409A of the Code. Other
amendments, mostly of a technical nature, were made to bring each of the plans
into compliance with Section 409A of the Code.
The
Section 409A Amendments to the Executive Plan and the Director Plan
are attached hereto as Exhibits 10.4 and 10.5, respectively, to this
current report on Form 8-K.
Item
9.01.
|
Financial Statements and
Exhibits
|
|
(d)
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Exhibits. The
following exhibits are filed herewith:
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|
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Exhibit
No. 10.4
– Form of 409A Amendment to the Citizens National Bank of
Elkins Director Supplemental Retirement Plan Director
Agreement.
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Exhibit
No. 10.5
–Form of 409A Amendment to the Citizens National Bank of
Elkins Executive Officer Supplemental Retirement Plan Officer
Agreement.
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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 hereto duly authorized.
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CITIZENS
FINANCIAL CORP.
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|
|
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December
14, 2007
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/s/
Thomas K. Derbyshire
|
|
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Vice
President, Treasurer
|
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Principal
Financia
l
Officer
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4
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