8-K 1 form8k-70558_firstfed.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 r 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2005

FIRSTFED BANCORP, INC.
(Exact name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)
0-19609
(Commission
File Number)
63-1048648
(I.R.S. Employer
Identification No.)

1630 Fourth Avenue North, Bessemer, Alabama 35020
(Address of Principal Executive Offices)

(205) 428-8472
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 (see General Instruction A.2. below):

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý   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 8.01      Other Events

On September 8, 2005, the Company announced that the Board of Directors has approved proceeding with a proposed going private transaction which, if completed, would reduce the number of stockholders of record to less than 100. The purpose of the transaction is to allow the Company to deregister its shares of common stock under the Securities Exchange Act of 1934 and to elect to be taxed as a Subchapter S corporation. Consummation of the transaction would be subject to certain contingencies, including a financing contingency and the approval of the Company’s stockholders.

On September 8, 2005, the Company issued a press release, attached to this Current Report on Form 8-K as Exhibit 99.1, which announced the proposed going private transaction and is incorporated by reference into this Item 8.01.

Item 9.01      Financial Statements and Exhibits

        Exhibit 99.1      Press Release of the Company issued September 8, 2005.


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.





DATE: September 8, 2005
FIRSTFED BANCORP, INC.



By:  /s/ 
B. K . Goodwin III               
         B. K. Goodwin III
         Chairman of the Board, President
         and Chief Executive Officer