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):
June 17, 2008
PSB
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Wisconsin
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0-26480
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39-1804877
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(State or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1905 W. Stewart Avenue
Wausau,
Wisconsin
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54401
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(Address of principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code: (715) 842-2191
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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o
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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 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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(e)
On
June 17, 2008, the Board of Directors of Peoples State Bank (the Bank), a
wholly owned subsidiary of PSB Holdings, Inc. (PSB), approved amendments to
certain compensatory agreements with Peter W. Knitt, the President and CEO of
PSB and the Bank, and Scott M. Cattanach, the Secretary and Treasurer of PSB and
the Chief Financial Officer of the Bank, and entered into amended and restated
agreements with Messrs. Knitt and Cattanach which reflect these amendments.
The
amendments to the employment agreements between the Bank and Messrs. Knitt and
Cattanach include, among other changes, the following:
·
the
length of severance benefits and health insurance coverage following a
termination of Mr. Knitts employment without cause or for good reason not
involving a change of control has been changed from the remaining term of his
agreement (a variable period of time between one and 36 months) to a fixed
period of 12 months;
·
the
period following a change of control during which a termination of employment
without cause or for good reason would trigger severance benefits has been
changed from the remaining term of his agreement for Mr. Knitt (a variable
period of time between one and 36 months) and 12 months for Mr. Cattanach to a
fixed period of 24 months for both;
·
the
restrictive covenants have been updated to address recent developments under
Wisconsin law;
·
health
insurance coverage following a termination of employment without cause or for
good reason has been changed from a variable period of time (until Mr. Knitt or
Mr. Cattanach becomes eligible for coverage under another employers health
insurance plan) to the earlier of a fixed period of 36 months or until Mr. Knitt
or Mr. Cattanach becomes eligible for coverage under another employers health
insurance plan;
·
the
270 day period during which Mr. Knitt or Mr. Cattanach may terminate his
employment for good reason in connection with a change of control has been
eliminated; and
·
the
calculation of the limitation on the severance benefit payable to Mr. Knitt has
been revised to take into account compensation deferred by Mr. Knitt and to
provide a gross-up payment for excise taxes on any excess parachute payment
resulting from this revised calculation.
The
amendments to the executive deferred compensation agreement between the Bank and
Mr. Knitt include, among other changes, the following:
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·
the
provisions relating to the distribution of benefits under the agreement
following a change of control have been amended to permit the continuation of
Mr. Knitts election to have his benefits paid out over time rather than in a
lump sum, provided that the change of control occurs after December 31, 2008;
and
·
the
gross-up payments for income taxes on benefits payable under the agreement have
been eliminated.
Also
on June 17, 2008, the Board of Directors of PSB amended all outstanding
restricted stock awards, including those held by Messrs. Knitt and Cattanach, to
provide that all unvested shares will vest in full upon a change of control.
The foregoing
summaries of the amendments to the employment agreements, executive deferred
compensation agreement and restricted stock awards do not purport to be complete
and are qualified in their entirety by reference to the amended and restated
agreements attached as Exhibits 10.1 and 10.3 and the amendments attached as
Exhibits 10.2 and 10.4 to this Current Report on Form 8-K, which exhibits are
incorporated herein by reference.
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Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Amended
and Restated Employment Agreement between Peoples State Bank and Peter W.
Knitt
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10.2
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Amendment
to Executive Deferred Compensation Agreement between Peoples State Bank
and Peter W. Knitt
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10.3
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Amended
and Restated Employment Agreement between Peoples State Bank and Scott M.
Cattanach
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10.4
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Form
of Amendment to Restricted Stock Agreement of PSB Holdings,
Inc.
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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.
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Dated:
June 23, 2008
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PSB HOLDINGS,
INC.
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By:
/s/
Scott M.
Cattanach
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Scott M. Cattanach
Secretary and Treasurer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Amended
and Restated Employment Agreement between Peoples State Bank and Peter W.
Knitt
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10.2
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Amendment
to Executive Deferred Compensation Agreement between Peoples State Bank
and Peter W. Knitt
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10.3
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Amended
and Restated Employment Agreement between Peoples State Bank and Scott M.
Cattanach
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10.4
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Form
of Amendment to Restricted Stock Agreement of PSB Holdings,
Inc.
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