-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LVui61L7A9bPzfU8untB8/j/haduzsBQBdAGMY3PSTHpGfhvSlwlznMOap1XBies TY8sJIudAID0Rve2ke/liA== 0000909654-08-001017.txt : 20080527 0000909654-08-001017.hdr.sgml : 20080526 20080527153958 ACCESSION NUMBER: 0000909654-08-001017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080523 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FedFirst Financial CORP CENTRAL INDEX KEY: 0001308017 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 251828028 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51153 FILM NUMBER: 08860680 BUSINESS ADDRESS: STREET 1: DONNER AT SIXTH STREET CITY: MONESSEN STATE: PA ZIP: 15062 BUSINESS PHONE: (724) 684-6800 MAIL ADDRESS: STREET 1: DONNER AT SIXTH STREET CITY: MONESSEN STATE: PA ZIP: 15062 8-K 1 ffsb8kmay23.txt 1 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) May 23, 2008 FEDFIRST FINANCIAL CORPORATION ------------------------------ (Exact Name of Registrant as Specified in Its Charter) United States 0-51153 25-1828028 ------------- ------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) Donner at Sixth Street, Monessen, Pennsylvania 15062 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) (724) 684-6800 -------------- (Registrant's telephone number, including area code) 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)) 2 ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; ------------------------------------------------------------------ APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN -------------------------------------------------------------------- OFFICERS -------- On May 23, 2008, Exchange Underwriters, Inc. ("Exchange Underwriters"), an 80% owned subsidiary of FedFirst Financial Corporation (the "Company"), entered into an amended and restated employment agreement (the "Agreement") with Richard B. Boyer, President and Chief Operating Officer of Exchange Underwriters and a member of the Board of Directors of the Company. The Company is also a party to the Agreement as guarantor of Exchange Underwrirter's obligations under the Agreement. The Agreement provides for an initial term beginning on June 1, 2008, and ending on September 19, 2010. On September 19 of each year, beginning in 2009, the Board of Directors of Exchange Underwriters (the "Board") may extend the term for an additional twelve months so that the remaining term of the agreement becomes twenty-four months. The material terms of the Agreement also include that: o Mr. Boyer will receive a base salary of $160,000 per year; o During the term of the Agreement, Mr. Boyer shall receive 25% of all first-year commissions generated by Exchange Underwriters from sales of new insurance policies, and an annual bonus equal to 20% of the year-over-year growth in Exchange Underwriters' annual audited net income; o Mr. Boyer will be able to participate in stock benefit plans and group-term life insurance, health and dental insurance and short- and long-term group disability insurance; o Mr. Boyer will be reimbursed for reasonable and documented out of pocket business expenses and will have use of an automobile owned by Exchange Underwriters; o If Mr. Boyer is terminated following a change in control of the Company, he will be entitled to receive three times his base salary and average yearly compensation as of the date in effect at the time of the change of control plus the continuation of medical and dental benefits (subject to such reduction as may be required to prevent such payments and benefits from being deemed an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986); and o The Board may, by majority vote, terminate Mr. Boyer's employment for cause. ITEM 8.01 OTHER EVENTS. ------------- On May 23, 2008, the Company announced that the Company's Board of Directors approved a new program to repurchase up to 140,000 shares of the Company's outstanding common stock, which is approximately 5% of outstanding shares held by persons other than FedFirst Financial Mutual Holding Company. For more information, reference is made to the Company's press release dated May 23, 2008, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith. 3 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (d) Exhibits Number Description ------ ----------- 99.1 Press Release dated May 23, 2008. 4 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 thereunto duly authorized. FEDFIRST FINANCIAL CORPORATION Date: May 27, 2008 By: /s/ John G. Robinson --------------------------------- John G. Robinson President and Chief Executive Officer EX-99.1 2 ffsb8kreleasemay23.txt 1 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: John G. Robinson Telephone: (724) 684-6800 FEDFIRST FINANCIAL CORPORATION ANNOUNCES APPROVAL OF NEW STOCK REPURCHASE PROGRAM May 23, 2008, Monessen, PA. FedFirst Financial Corporation (NASDAQ Capital: FFCO) today announced that the Company's board of directors approved a program to repurchase up to 140,000 shares of the Company's outstanding common stock, which is approximately 5% of outstanding shares held by persons other than FedFirst Financial Mutual Holding Company. Purchases under the program will be conducted solely through a Rule 10b5-1 repurchase plan with Sandler O'Neill & Partners, L.P. and will be based upon the parameters of the Rule 10b5-1 repurchase plan. The Rule 10b5-1 repurchase plan allows the Company to repurchase its shares during periods when it would normally not be active in the market due to its internal trading blackout period. FedFirst Financial Corporation is the parent company of First Federal Savings Bank, a community-oriented financial institution operating nine full-service branch locations in southwestern Pennsylvania. First Federal offers a broad array of retail and commercial lending and deposit services and provides commercial and personal insurance services through Exchange Underwriters, Inc. -----END PRIVACY-ENHANCED MESSAGE-----