0001070680-18-000029.txt : 20180703 0001070680-18-000029.hdr.sgml : 20180703 20180703122342 ACCESSION NUMBER: 0001070680-18-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180703 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180703 DATE AS OF CHANGE: 20180703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL FEDERAL CORP CENTRAL INDEX KEY: 0001070680 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341877137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25045 FILM NUMBER: 18935482 BUSINESS ADDRESS: STREET 1: C/O CFBANK STREET 2: 7000 N. HIGH ST. CITY: WORTHINGTON STATE: OH ZIP: 43085 BUSINESS PHONE: 6143347979 MAIL ADDRESS: STREET 1: C/O CFBANK STREET 2: 7000 N. HIGH ST. CITY: WORTHINGTON STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: GRAND CENTRAL FINANCIAL CORP DATE OF NAME CHANGE: 19980918 8-K 1 cfbk-20180703x8k.htm 8-K 8-K Cover page Election of New Director

 

 





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 3, 2018





CENTRAL FEDERAL CORPORATION

(Exact name of registrant as specified in its charter)







 

 

Delaware

0-25045

34-1877137

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation)

File Number)

Identification Number)





 

 

7000 N. High Street, Worthington, Ohio

43085

  (614)  334-7979

(Address of principal executive offices)

(Zip Code)

    (Registrant’s Telephone Number)









(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))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 





Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On July 3, 2018, Central Federal Corporation (the “Company”) announced the election of David Royer as a director of the Company and CFBank, National Association (“CFBank”), effective as of July 1, 2018.  A copy of the July 3, 2018 press release announcing Mr. Royer’s election is attached as Exhibit 99 to this Form 8-K and is incorporated herein by reference.



Mr. Royer was elected by the Board of Directors of the Company, upon the recommendation of the Corporate Governance and Nominating Committee, to serve in the class of directors of the Company and CFBank with terms expiring at the Company’s 2019 annual meeting of stockholders.  In connection with the election of Mr. Royer as a director, the number of authorized directors of the Company and CFBank was increased from six (6) to seven (7) in accordance with the Company’s Bylaws.



There was no arrangement or understanding between Mr. Royer and any other persons pursuant to which Mr. Royer was selected as a director.  Neither Mr. Royer nor any member of his immediate family has had any business transactions or relationships with the Company or CFBank that would require disclosure under Item 404(a) of SEC Regulation S-K.  However, Mr. Royer and members of his immediate family have had, and/or may in the future enter into, banking transactions with CFBank in the ordinary course of business and in compliance with applicable laws and regulations.





Item 9.01.  Financial Statements and Exhibits



(c)  Exhibits 



99Press Release issued by Central Federal Corporation on July 3, 2018



 

 

 





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:  July 3,  2018

 

By:

/s/ John W. Helmsdoerfer



 

 

John W. Helmsdoerfer, CPA



 

 

Treasurer and Chief Financial Officer



 

EX-99 2 cfbk-20180703xex99.htm EX-99 Exhibit 99 Election of Director Press Release

Exhibit 99



CENTRAL FEDERAL CORPORATION ANNOUNCES NEW DIRECTOR



WORTHINGTON, Ohio, July 3, 2018 -- Central Federal Corporation (CFBK) (the "Company") and its wholly-owned banking subsidiary, CFBank, N.A. (“CFBank”) are pleased to announce that David L. Royer will serve on the Central Federal Corporation and CFBank Board of Directors, effective July 1, 2018.

David L. Royer is the Executive Vice President of Development for Continental Real Estate Companies. He has also served as Vice President of Finance and Development for CREC across a diverse set of commercial development projects. Prior to Continental, David served as Vice President for Fifth Third Bank in their commercial real estate group. He earned his finance degree from Miami University (1989) and an MBA from The Ohio State University (1993).

David currently serves as a board member for Scioto Country Club, First Community Village Foundation and NAIOP of Central Ohio (a national commercial real estate development association).  David is a Past President of The Athletic Club of Columbus (2010) and NAIOP of Central Ohio (2017).  Prior bank board experience includes serving on various Columbus area Advisory Bank Boards. He also served on the Board for Junior Achievement of Central Ohio. David is a member and advisor for the Columbus real estate firm, Kohr Royer Griffith, Inc. David is also a current member of the Columbus Board of Realtors and the National Association of Realtors. 

Timothy O’Dell, President and CEO commented, “David’s depth of Commercial Real Estate experience and expertise will be a great asset to our bank as we continue to grow and expand.  His CRE business and development expertise skills along with his prior bank real estate lending background provides him with unique perspectives on the Commercial Real Estate industry.”  Additionally, David is well connected within the Central Ohio Business Community.

Chairman of the Board of CFC and CFBank, Robert E. Hoeweler, added “The Board and I are highly enthused that David will be joining us.  His Commercial Real Estate background and insights will be valuable to both the Board and Management team.”



About Central Federal Corporation and CFBank

Central Federal Corporation is the holding company for CFBank, N.A. a national bank formed in Ohio in 1892.  CFBank has a presence in four major Metro Ohio markets – Columbus, Cleveland, Cincinnati and Akron markets – as well as its two locations in Columbiana County, Ohio.  CFBank provides personalized Business Banking products and services including Commercial loans and leases, Commercial and Residential Real Estate loans and Treasury Management Depository services.  Our products and services are particularly focused on serving the banking and financing needs of closely held businesses, and our business model emphasizes Personalized Service, Customer access to decision makers, quick execution, and the convenience of Online Internet banking, Mobile Banking, Remote Deposit and Corporate Treasury management.

Additional information about the Company and CFBank is available at www.CFBankOnline.com