Mutual Federal Bancorp, Inc. - Current report filing (8-K)
21 Julio 2008 - 3:56PM
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 15,
2008
MUTUAL
FEDERAL BANCORP, INC.
(Exact
name of registrant as specified in its charter)
_____________________________
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Federal
(State
or other jurisdiction of Incorporation)
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000-51876
(Commission
File Number)
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33-1135091
(I.R.S.
Employer Identification No.)
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2212
West Cermak Road
Chicago,
Illinois
(Address
of principal executive offices)
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60608
(Zip
Code)
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Registrant’s
telephone number, including area code
(773) 847-7747
Not
Applicable
(Former
name or former address, if changed since last year)
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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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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¨
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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
5.03(a)
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On
July 15, 2008, the Board of Directors of Mutual Federal Bancorp, Inc. (the
“Company”) approved an amendment to the Company’s By-laws to increase the size
of the Board from seven to eight directors. A copy of the Certificate of
Amendment of the Company’s By-laws is filed as an exhibit to this report and is
incorporated herein by reference.
Item
5.02(d)
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
.
On July
15, 2008, the Company’s Board of Directors appointed John L. Garlanger as a
director to the Board of Directors to fill the vacancy created as a result of
the increase in the size of the Board due to the amendment of the Company’s
By-laws described above. Mr. Garlanger was appointed as a Class III director
with a term expiring at the Company’s 2009 annual shareholder
meeting. Mr. Garlanger was also appointed a director of Mutual
Federal Bancorp, MHC, the parent of the Company, and Mutual Federal Savings and
Loan Association of Chicago (the “Bank’), the Company’s banking
subsidiary.
Mr.
Garlanger, age 62, is a certified public accountant, and has served as Executive
Vice President, Chief Financial Officer and Treasurer of Mutual Federal Bancorp,
MHC and the Bank since May 2005, and of the Company since its formation in
2006. Prior to joining the Company and the Bank, Mr. Garlanger served
as a securities and financial reporting consultant to Chesterfield Financial
Corp., the holding company for Chesterfield Federal Savings and Loan based in
Chicago, Illinois, from December 2001 until the completion of Chesterfield’s
acquisition in December 2004. From December 1999 until December 2001,
he was the Chief Financial Officer of Recruiter Toolbox, Inc., an Internet-based
recruitment advertising agency. From December 1974 until May 1999,
Mr. Garlanger was with Calumet Federal Savings and Loan Association of Chicago
and its publicly traded holding company, Calumet Bancorp, Inc., most recently as
Senior Vice President and Chief Financial Officer.
The Board
has not yet determined which committees of the Board, if any, to which Mr.
Garlanger will be appointed. There are no arrangements or understandings between
Mr. Garlanger and any other persons pursuant to which Mr. Garlanger was selected
as a director. There are no related party transactions between the Company and
Mr. Garlanger that are subject to disclosure under Item 404(a) of Regulation
S-K.
The
Company and the Bank previously entered into an employment agreement with Mr.
Garlanger in connection with and effective upon the closing of the Company’s
minority stock offering in April 2006. For a description of Mr.
Garlanger’s employment agreement, please see the Company’s proxy statement in
connection with its 2008 Annual Shareholders Meeting. A copy of Mr.
Garlanger’s employment agreement was filed as an exhibit to the Company’s
quarterly report on Form 10-QSB for the quarterly period ended March 31, 2006
filed with the SEC on May 8, 2006.
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Item 7.01.
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Regulation FD
Disclosure
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The
Company also announced that on July 15, 2008, its Board of Directors declared a
quarterly dividend of $0.06 per share of common stock
, payable on August 15, 2008, to shareholders of record
on July 31, 2008.
Item
9.01.
Financial Statements and
Exhibits
.
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3.1
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Certificate
of Amendment of the By-laws of Mutual Federal Bancorp,
Inc.
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Signature
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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MUTUAL
FEDERAL BANCORP, INC.
By:
/s/Stephen M.
Oksas
Stephen M. Oksas
President and Chief Executive
Officer
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Date:
July 21,
2008
INDEX TO
EXHIBITS
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Exhibit
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3.1
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Certificate
of Amendment of the By-laws of Mutual Federal Bancorp,
Inc.
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Mutual Federal Bancorp (PK) (USOTC:MFDB)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Mutual Federal Bancorp (PK) (USOTC:MFDB)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
