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 23, 2005
CENTRAL FEDERAL CORPORATION
---------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-25045 34-1877137
-------- ------- ----------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
2923 Smith Road, Fairlawn, Ohio 44333 (330) 666-7979
------------------------------- ----- --------------
(Address of Principal Executive Offices) (Zip Code) (Registrant's
Telephone Number)
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:
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 23, 2005, the Board of Directors approved the accelerated vesting of all
unvested stock options awarded to eligible participants under the 1999 Stock
Based Incentive Plan and the 2003 Equity Compensation Plan. As a result of the
acceleration, unvested options granted in 2003 and 2004 to acquire 102,000
shares of the registrant's common stock, which otherwise would have vested on
various dates thru January 16, 2008, became immediately exercisable. All other
terms and conditions applicable to options granted under these plans, including
the exercise prices and the number of shares subject to the accelerated options,
are unchanged. The decision to accelerate the vesting of these options was
related to the issuance of Statement of Financial Accounting Standard No. 123
(revised 2004), Share Based Payment ("FAS 123R"). In accordance with the
provisions of FAS 123R, the registrant will adopt the pronouncement on January
1, 2006 and believes the above-mentioned acceleration of vesting will eliminate
compensation expense related to these options of approximately $115,100, $33,200
and $200 in 2006, 2007 and 2008, of which approximately $79,100, $20,300 and
$200 for each respective year is attributable to options held by directors and
executive officers. The total expense will be reflected in pro forma footnote
disclosure in the Company's 2005 financial statements, as permitted under the
transition guidance provided by the Financial Accounting Standards Board.
The following table lists the number of options and weighted average exercise
price of options subject to acceleration for Directors and Executive Officers:
Options subject
to acceleration Weighted average
Name (# shares) exercise price
-------------------------------- --------------- ----------------
Directors:
David C. Vernon 26,167 $ 11.54
Executive Officers:
Elouise L. Mackus 9,670 12.65
Therese A. Liutkus 9,670 13.16
Raymond E. Heh 11,422 12.84
R. Parker MacDonell 9,670 12.07
Richard J. O'Donnell 5,000 12.70
ITEM 8.01 OTHER EVENTS
On June 24, 2005, the registrant issued a press release announcing that its
Board of Directors declared a cash dividend of 9 cents per share on its common
stock to be paid on July 18, 2005 to shareholders of record on July 5, 2005. The
Board had considered reducing the dividend and advised that payment of the
dividend would continue to be evaluated. A copy of the press release is included
as Exhibit 99 to this report.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99 Press release issued on June 24, 2005 announcing dividends.
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.
Central Federal Corporation
Date: June 27, 2005 By: /s/ Therese Ann Liutkus
-----------------------------
Therese Ann Liutkus, CPA
Treasurer and Chief Financial
Officer