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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) August 6, 1996
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FINANCIAL BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-18126 06-1391814
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
42-25 Queens Boulevard, Long Island City, New York 11104
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (718) 729-5002
N/A
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(Former name of former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
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On August 7, 1996, the Registrant issued the press release attached hereto
as Exhibit 20 and incorporated herein by reference. The press release announced
that Stuart G. Hoffer tendered his resignation as President and Chief Executive
Officer and a member of the Board of Directors of Financial Bancorp, Inc. (the
"Company"), its wholly-owned subsidiary, Financial Federal Savings Bank (the
"Bank"), and all of the Bank's affiliates and subsidiaries, in order to pursue
other business interests. As a result of a difference in business philosophies,
Mr. Hoffer tendered his resignation on the condition that he receive severance
payments equivalent to the payments he would receive under the terms of his
employment agreements with the Company and the Bank. Such payment will be
approximately $370,000, payable over a three year period. In addition, in
accordance with the terms of the Company's 1995 Incentive Stock Option Plan, Mr.
Hoffer will have a period of 90 days to exercise any stock options previously
awarded to him which were exercisable as of August 6, 1996.
The Company's Board of Directors also announced in the press release the
immediate appointment of Mr. Frank Latawiec as President and Chief Executive
Officer of the Company and the Bank. Mr. Latawiec is currently a director of the
Company and the Bank.
Item 6. Resignation of Registrant's Directors
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On August 6, 1996, Stuart G. Hoffer resigned as a director of Financial
Bancorp, Inc. and its subsidiary, Financial Federal Savings Bank, to pursue
other business interests. As discussed above, Mr. Hoffer tendered his
resignation due to a difference in business philosophies, on the condition that
he receive severance payments equivalent to the payments he would receive under
the terms of his employment agreements with the Company and the Bank. Such
payment will be approximately $370,000, payable over a three year period. In
addition, in accordance with the terms of the Company's 1995 Incentive Stock
Option Plan, Mr. Hoffer will have a period of 90 days to exercise any stock
options previously awarded to him which were exercisable as of August 6, 1996. A
copy of Mr. Hoffer's resignation letters are attached hereto as Exhibit 17 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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Exhibit 17 - Stuart G. Hoffer's resignation letters.
Exhibit 20 - Press Release dated August 7, 1996.
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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.
FINANCIAL BANCORP, INC.
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(Registrant)
By:
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Frank S. Latawiec
President and Chief Executive Officer
Dated:
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EXHIBIT 17
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Stuart G. Hoffer
318 First Street
Mineola, New York 11501
August 6, 1996
The Board of Directors
Financial Federal Savings Bank
42-25 Queens Boulevard
Long Island City, New York 11104
Attention: Chairman of the Board
Gentlemen:
I am writing to advise you that in order to pursue other business
interests, I hereby resign from the employ of Financial Federal Savings Bank
effective August 6, 1996, and I am also resigning effectively immediately as, an
officer, President and Chief Executive Officer, and as a member of the Board of
Directors of Financial Federal Savings Bank and as a fiduciary or trustee of any
employee benefit plans maintained by the Bank. I am also resigning my position
as an officer and/or director of the affiliates and subsidiaries of Financial
Federal Savings Bank, including without limitation, Fin-Fed Development Corp.,
FS Agency, and 842 Manhattan Avenue Corp.
Very truly yours,
/s/ Stuart G. Hoffer
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Stuart G. Hoffer
318 First Street
Mineola, New York 11501
August 6, 1996
The Board of Directors
Financial Federal Savings Bank
42-25 Queens Boulevard
Long Island City, New York 11104
Attention: Chairman of the Board
Gentlemen:
I am writing to advise you that in order to pursue other business
interests, I hereby resign from the employ of Financial Bancorp, Inc. effective
August 6, 1996, and I am also resigning effectively immediately as, an officer,
President and Chief Executive Officer, and as a member of the Board of Directors
of Financial Bancorp, Inc. and as a fiduciary or trustee of any employee benefit
plans maintained by Financial Bancorp, Inc. I am also resigning my position as
an officer and/or director of the affiliates and subsidiaries of Financial
Bancorp, Inc., including without limitation, Fin-Fed Development Corp., FS
Agency, and 842 Manhattan Avenue Corp.
Very truly yours,
/s/ Stuart G. Hoffer
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EXHIBIT 20
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FINANCIAL BANCORP, INC.
THE HOLDING COMPANY OF FINANCIAL FEDERAL SAVINGS BANK
42-25 QUEENS BOULEVARD, LONG ISLAND CITY, NY 11104 (718) 729-5002
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PRESS RELEASE
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RELEASE DATE: August 7, 1996 ISSUED BY: THE BOARD OF DIRECTORS
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CONTACT: VALERIE M. SWAYA
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FINANCIAL BANCORP, INC. ANNOUNCES RESIGNATION OF PRESIDENT AND
CHIEF EXECUTIVE OFFICER
LONG ISLAND CITY, N.Y. August 7, 1996 - - Stuart G. Hoffer, the President and
Chief Executive Officer of both Financial Federal Savings Bank (the "Bank") and
its parent holding company, Financial Bancorp, Inc., (the "Holding Company") has
tendered his resignation from his position with the Bank and the Holding
Company, to pursue other business interests. He has also resigned as a member of
the Board of Directors from both the Bank and the Holding Company, and all other
positions held with either entity, and any subsidiaries and affiliates.
We wish Mr. Hoffer well in his new business endeavors.
The Bank is happy to announce, effective immediately, that Mr. Frank
Latawiec has been appointed President and Chief Executive Officer of the Bank
and the Holding Company. Mr. Latawiec is currently a Director of Financial
Federal Savings Bank and Financial Bancorp, Inc. Mr. Latawiec was formerly a
Director of Hamilton Federal Savings Bank, located in Brooklyn, New York, from
1974 through 1990. In 1990 he became Senior Vice President and Chief
Administrative Officer of Hamilton. He was also President of Hamilton's Service
Corporation.
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Headquartered in Long Island City, New York, Financial Bancorp, Inc. is
the parent holding company of Financial Federal Savings Bank, an FDIC-insured
savings institution, which operates four branch offices in Queens and one branch
office in Brooklyn.
