PFLC Pacific Financial Corp (QX)

 

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 23, 2014

 

PACIFIC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

 

 

Washington (State or other jurisdiction of incorporation or organization)

000-29829 (SEC File Number)

91-1815009 (IRS Employer Identification No.)

 

1101 S. Boone Street
Aberdeen, Washington 98520
(360) 533-8870
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

 

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:

 

¨

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.

 

(d)     On July 23, 2014, the Board of Directors (the "Board") of Pacific Financial Corporation (the "Company") elected Daniel J. Tupper, Jr. to serve as a director of the Company, effective immediately. Mr. Tupper was also elected as a director of Bank of the Pacific, the Company’s wholly owned bank subsidiary (the "Bank").

 

Mr. Tupper will be compensated for services as a director consistent with the Company's compensation policies for directors generally. A discussion of the Company's director compensation arrangements is included under the heading "Director Compensation for 2013" in the Company's definitive proxy statement for its annual meeting of shareholders held April 23, 2013, filed with the Securities and Exchange Commission on March 28, 2014, and is incorporated by reference into this report.

 

Mr. Tupper was elected to fill a newly created position as a Class “B” director. As such, Mr. Tupper is expected to next stand for election by shareholders at the Company's 2016 annual meeting of shareholders, consistent with the Company's staggered board of directors. Committee appointments for Mr. Tupper have not yet been made.

 

There are no relationships or transactions involving Mr. Tupper that are required to be disclosed pursuant to Item 404(a) of Regulation S-K other than as follows. Mr. Tupper is a corporate officer of a business enterprise which maintains several credit facilities totaling $1.0 million with the Bank. These facilities have been made in the normal course of business on substantially the same terms as those prevailing at the time for comparable relationships not related to the Bank.

 

The press release announcing the election of Mr. Tupper is filed as Exhibit 99.1 to this report and incorporated by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit	Description
99.1	Press release dated August 1, 2014.

 

 

 

 

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 thereunto duly authorized.

 

		PACIFIC FINANCIAL CORPORATION
DATED:  August 5, 2014		By:	s/ Douglas N. Biddle
			Douglas N. Biddle EVP & Chief Financial Officer

 

 

Exhibit 99.1

 

Contacts: Gary C. Forman, Chairman of the Board Pacific Financial Corporation 360.537.4061

News Release

 

Daniel J. Tupper Appointed to Pacific Financial Corporation Board of Directors

 

ABERDEEN, WA – August 1, 2014 – Pacific Financial Corporation (OTCQB: PFLC), the holding company for Bank of the Pacific, today announced that Daniel J. Tupper has been appointed to its Board of Directors and the Board of Directors of the Bank of the Pacific, effective immediately. The appointment is for 2 years.

“We are delighted and fortunate to welcome Dan to our Board of Directors,” said Gary C. Forman, Chairman of the Board. “His proven business acumen will bring a unique perspective on issues that will be of great importance to our institution. As we continue to position ourselves for future growth and success, we believe Dan’s input will be invaluable.”

Dan Tupper is recognized as a successful business leader in the Twin Harbors region of Washington State. Tupper is currently the Vice President and General Manager of Crown Distributing Co. of Aberdeen, Inc., in addition to serving on the board of the Washington Beer and Wine Distributors Association. Tupper graduated from the University of Washington with a Bachelors of Arts Degree in Business Administration with a concentration in marketing and human resources.

 

 

ABOUT PACIFIC FINANCIAL CORPORATION

Pacific Financial Corporation of Aberdeen, Washington, is the bank holding company for Bank of the Pacific, a state chartered and federally insured commercial bank. Bank of the Pacific offers banking products and services to small-to-medium sized businesses and professionals in western Washington and Oregon. As of June 30, 2014, the Company had total assets of $719 million and operated sixteen branches in the communities of Grays Harbor, Pacific, Whatcom, Skagit and Wahkiakum counties in the State of Washington, and three branches in Clatsop County, Oregon. The Company also operates loan production offices in the communities of Vancouver, DuPont and Burlington in Washington. Visit the Company’s website at www.bankofthepacific.com. Member FDIC.

 

 

 

 

Transmitted on GlobeNewswire on August 1, 2014, at 8 a.m., Pacific Time.