form8k-87441_mgyr.htm
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): October 26, 2007
MAGYAR
BANCORP, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
0-51726
|
20-4154978
|
(State
or Other Jurisdiction)
|
(Commission
File No.)
|
(I.R.S.
Employer
|
of
Incorporation)
|
|
Identification
No.)
|
|
|
|
|
|
|
400
Somerset Street, New Brunswick, New Jersey
|
|
08901
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (732) 342-7600
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
On
October 26, 2007, Magyar Bancorp,
Inc. (the “Company”) entered into an employment agreement with John S.
Fitzgerald, the Executive Vice President and Chief Operating Officer of the
Company and of Magyar Bank, the Company’s wholly owned subsidiary (the “Bank”).
The employment agreement replaces the change in control agreement previously
entered into between the Company and Mr. Fitzgerald. The material terms of
the
employment agreement are summarized below.
The
agreement is effective as of
November 1, 2007 and has an initial term of 36 calendar
months. Commencing December 31, 2007, and continuing on December
31st of each
year thereafter, the agreement renews for an additional period such that the
remaining term is thirty-six months, unless written notice of non-renewal is
provided.
The
agreement specifies an initial base
salary of $175,000 per year, which may be increased but not
decreased.
If
Mr.
Fitzgerald voluntarily terminates his employment, or his employment is
terminated for cause, no benefits are provided under the
agreement. In the event (i) of the involuntary termination of the
executive’s employment for any reason other than disability, retirement or
termination for cause, or (ii) the executive’s resignation upon the occurrence
of certain events constituting “constructive termination,” including failure to
appoint him to his current position, a material reduction in his duties,
functions or responsibilities, or a breach by the Company of the agreement,
Mr.
Fitzgerald would be entitled to a severance benefit equal to two times his
then
current base salary.
If
Mr.
Fitzgerald’s employment is involuntarily terminated at any time following a
Change in Control (as defined in the agreement), he is entitled to a severance
benefit equal to two times the sum of his then current base salary, plus any
earned and accrued but unpaid bonus for the year of termination.
If
Mr.
Fitzgerald’s employment is terminated for any of the reasons specified in the
preceding two paragraphs, the Company will cause to be continued for 24 months,
at its sole expense, life insurance coverage and non-taxable medical and dental
insurance coverage substantially identical to the coverage maintained by the
Company and/or the Bank for Mr. Fitzgerald prior to his
termination.
The
agreement provides that in no event shall the aggregate payments or benefits
to
be made or afforded to the executive under the agreement constitute an “excess
parachute payment,” and in order to avoid such a result, such payments or
benefits will be reduced, if necessary, to an amount which is one dollar ($1.00)
less than an amount equal to three (3) times the executive’s “base amount,” as
determined in accordance with said Section 280G of the Internal Revenue
Code.
Under
the
agreement, upon Mr. Fitzgerald’s retirement, he will be entitled to all benefits
under any retirement plan of the Company or Bank and other plans to which he
is
a party. If Mr. Fitzgerald becomes disabled, the agreement provides that he
will
receive the greater of (i) his net after-tax base salary for the longer of
the
remaining term of the agreement or one year; or (ii) disability insurance
benefits provided by the Company, plus any applicable workman’s or social
security disability benefits to which he is entitled.
The
agreement provides that Mr.
Fitzgerald shall not compete with the Bank or the Company for a period of one
year following the termination of his employment with the Company or the
Bank.
Item
9.01
|
Financial
Statements and
Exhibits
|
(a)
|
Financial
Statements of businesses acquired. Not
Applicable.
|
(b)
|
Pro
forma financial information. Not
Applicable.
|
(c)
|
Shell
Company Transactions. Not
Applicable
|
The
following Exhibit is attached as part of this report:
|
10.15
|
Employment
Agreement by and between Magyar Bancorp, Inc. and John S. Fitzgerald,
dated as of November 1, 2007
|
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.
|
MAGYAR
BANCORP, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DATE:
October 29, 2007
|
By:
|
/s/
Elizabeth E. Hance
|
|
|
|
Elizabeth
E. Hance
|
|
|
|
President
and Chief Executive Officer
|
|
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
|
|
10.15
|
Employment
Agreement by and between Magyar Bancorp, Inc. and John S. Fitzgerald,
dated as of November 1, 2007
|
5