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): January 29, 2014 (January 25, 2014)
OPTIMUMBANK HOLDINGS, INC.
(Exact name of registrant as specified in charter)
| Florida | 000-50755 | 55-0865043 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2477 East Commercial Boulevard, Fort Lauderdale, FL 33308
(Address of Principal Executive Offices) (Zip Code)
(954) 776-2332
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | 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 Principal Officers; Appointment of Principal Officers
On January 25, 2014, OptimumBank Holdings, Inc. (the “Company”) received and accepted the resignation of Seth Gillman as a director of the Company.
Mr. Gillman’s resignation was not the result of any disagreement with the Company regarding its operations, policies or practices.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Gillman with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Current Report on Form 8-K with the Securities and Exchange Commission.
At the time of his resignation, Mr. Gillman served on the Company’s Executive, Audit and Compensation Committees. The Board of Directors has appointed Sam Borek, a current director of the Company, to replace Mr. Gillman as a member of these committees.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release dated January 27, 2014 regarding resignation of Seth Gillman | |
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.
| January 29, 2014 | ||||||
| By: | /s/ Thomas Procelli | |||||
| Thomas Procelli | ||||||
| Chief Operating Officer | ||||||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press release dated January 27, 2014 regarding resignation of Seth Gillman | |
Exhibit 99.1
OPTIMUMBANK HOLDINGS, INC.
FOR IMMEDIATE RELEASE
January 27, 2014
For more information contact: Moishe Gubin, Chairman of the Board or Thomas A. Procelli, Chief Operating Officer at (954) 900-2800
OPTIMUMBANK HOLDINGS ANNOUNCES RESIGNATION OF
INDEPENDENT DIRECTOR
Fort Lauderdale, FL (January 27, 2014) – OptimumBank Holdings, Inc. (NASDAQ: OPHC), the parent company of OptimumBank (“Bank”), announced the resignation of Seth Gillman from the Board of Directors, effective January 25, 2014, a position he has held since September, 2011.
“We thank Seth for his past leadership and commitment to OptimumBank and we wish him success in his future endeavors. He has been an excellent Board member for OptimumBank and OptimumBank Holdings, investing his valuable time, money, talent, passion and wisdom to help make OptimumBank become successful,” said Sam Borek, OPHC and Bank Vice Chairman of the Board. Mr. Borek, a founding director of OptimumBank, will replace Mr. Gillman as the independent director assigned to the Executive, Audit and Compensation Committees.
Moishe Gubin, OptimumBank Chairman of the Board commented, “I believe that with our prospective new board members, currently awaiting regulatory approval, we will have an even stronger directorate heading into 2014, and looking forward to having a profitable year.”
The Company offers a wide array of lending and retail banking products to individuals and businesses in Broward, Miami-Dade and Palm Beach Counties through its executive offices and three branch offices in Broward County, Florida.
This press release includes forward-looking statements and OptimumBank Holdings, Inc. intends for such statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements describe OptimumBank Holdings, Inc.’s expectations regarding future events. Future events are difficult to predict and are subject to risk and uncertainty which could cause actual results to differ materially and adversely. OptimumBank Holdings, Inc. undertakes no obligation to revise or amend any forward-looking statements to reflect subsequent events or circumstances.