Form 8-K for FIRST CHESAPEAKE FINANCIAL CORP filed on August 11, 1998
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 9, 1998
FIRST CHESAPEAKE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 0-21912 54-1624428
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12 OREGON AVENUE, PHILADELPHIA, PENNSYLVANIA 19148
(Address of principal executive offices)
Registrant's telephone number, including area code (215) 755-5691
(Former name or former address, if changed since last report.) Not applicable
<PAGE>
ITEM 5. OTHER EVENTS
First Chesapeake Announces Board of Directors Meeting Results
First Chesapeake Financial Corporation (the "Company") today announced the
results of a recent meeting of its Board of Directors.
On July 9, 1998, a special meeting of the Board of Directors was called to
address the company's situation and discuss and implement changes.
The Board of Directors elected four new Directors, bringing the total number of
Directors to seven:
Richard N. Chakejian, Jr., - President and a Director since 1997, Mr.
Chakejian is experienced in the food, laundry products and chemicals
industries, and has an extensive background in field management, sales,
marketing, and research.
Matthew Coppolino - a Director since 1997, Mr. Coppolino is the senior
Judge in the Court of Common Pleas of the Commonwealth of Pennsylvania.
Mark Glatz - a newly-elected Director, Mr. Glatz brings fourteen years'
experience in finance, banking, and a wide array of industries, and holds
a degree in accounting and an MBA in financial management.
James Greenfield - a newly-elected Director, Mr. Greenfield is an attorney
with 16 years experience in private practice, emphasizing municipal law,
real estate matters, and complex commercial litigation and arbitration.
Mark Mendelson - Chairman of the Board of Directors, Chief Executive
Officer, and a Director since 1997, Mr. Mendelson is an experienced
businessman, investor, and real estate developer with a financial
background, as well as former Chairman of a major financial institution.
John Papandon - a newly-elected Director, Mr. Papandon is an attorney and
Certified Public Accountant with a Masters degree in taxation with 15
years experience in the accounting industry.
Les Salzman - a newly-elected Director, Mr. Salzman brings over 20 years
experience, and has served as Executive Vice President for a publicly
traded national lending corporation and as President of two privately held
mortgage industry corporations.
The Board of Directors appointed two new Officers to the company: Mark Glatz,
Chief Financial Officer; and James Greenfield, Secretary.
The Board of Directors established three Committees to oversee activities of
the Company: Audit Committee; Executive Committee; and Executive Compensation
Committee.
The Board of Directors elected to engage the accounting firm of B.D.O. Seidman
to prepare the SEC 10-K and annual report for the period ending December 31,
1997 and the SEC 10-Q for the period ending March 31, 1998. The Board of
Directors has instructed the Officers to perform all steps required to
re-establish compliance with SEC and other regulatory requirements.
At the same meeting, the Company accepted the resignation of Pasquale Nestico,
M.D. from the Board of Directors, effective April 14, 1998, and expresses its
appreciation to Dr. Nestico for his services.
<PAGE>
Mr. Mendelson, Chairman and Chief Executive Officer, stated that
"reorganization of the Board and retention of effective management are strong
steps toward revitalizing the Company and meeting the expectations of its
shareholders."
The Company is a Virginia corporation that formerly engaged in the residential
and commercial mortgage banking business through origination, acquisition and
servicing of mortgage loans and mortgage loan servicing rights.
Statements in the press release concerning the Company's business outlook or
future economic performances, anticipated profitability, revenues, expenses or
other financial items, are forward-looking statements that are estimates
reflecting the best judgment of the Company based on currently available
information. Such forward-looking statements involve known and unknown risks,
uncertainties, contingencies and other factors that could cause results,
performance or achievements to differ materially from those stated. Such risks,
uncertainties, contingencies and other factors, many of which are beyond the
control of the Company, include overall economic and business conditions, trends
for the continued growth of the mortgage and financial services industry, the
realization of anticipated revenues, profitability and cost synergies, the
demand for the Company's products and services, pricing and other competitive
factors in the industry, new government regulations and/or legislative
initiatives, and other risks and uncertainties described in the Company's
reports and filings with the Securities and Exchange Commission. There can be no
such assurance that such factors will not affect the accuracy of such
forward-looking statements, and the Company assumes no obligation to update the
information in this release.
Contact: Richard N. Chakejian, Jr., President
Mark E. Glatz, Chief Financial Officer
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 hereto duly authorized.
FIRST CHESAPEAKE FINANCIAL CORPORATION
Date: August 11, 1998 By: /s/ Richard N. Chakejian, Jr.
------------------------------
Richard N. Chakejian, Jr. President
By: /s/ Mark Mendelson
--------------------------------------
Mark Mendelson, Chief Executive Officer
By: /s/ Mark E. Glatz
--------------------------------------
Mark E. Glatz, Chief Financial Officer
