Current Report Filing (8-k)
19 9월 2014 - 5:30AM
Edgar (US Regulatory)
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): September 18, 2014
FEDFIRST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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0-54124
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25-1828028
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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565 Donner Avenue, 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))
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On September 18, 2014, FedFirst Financial Corporation (the “Company”) sent a notice to participants in the First Federal Savings Bank Retirement Plan (the “Plan”) that transactions under the Plan will be suspended effective October 18, 2014. This notice indicated that, in order to allow the Plan’s recordkeeper to process merger consideration election forms in connection with the proposed merger of FedFirst Financial Corporation with and into CB Financial Services, Inc., there will be a blackout period that begins on October 18, 2014 and is expected to end October 31, 2014 (the “Blackout Period”). During the Blackout Period, participants in the Plan will temporarily be unable to make changes or conduct transactions within their account, including redirecting investment allocations or requesting withdrawals or distributions of any type.
In connection with the foregoing, on September 18, 2014, the Company sent a notice to its Section 16 officers and its directors pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission Regulation Blackout Trading Restriction. A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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99.1
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Notice sent on September 18, 2014 to FedFirst Financial Corporation’s Section 16 Officers and Directors regarding a Blackout Period
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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.
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FEDFIRST FINANCIAL CORPORATION |
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(Registrant) |
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Date: September 18, 2014
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By: |
/s/ Patrick G. O’Brien |
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Patrick G. O’Brien |
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President and Chief Executive Officer |
Exhibit 99.1
IMPORTANT NOTICE CONCERNING THE FIRST FEDERAL SAVINGS BANK RETIREMENT PLAN
AND YOUR ABILITY TO TRADE SHARES OF FEDFIRST FINANCIAL CORPORATION’S SECURITIES
September 18, 2014
This notice is being sent to all executive officers and directors of FedFirst Financial Corporation in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Securities and Exchange Regulation BTR.
In connection with the proposed merger of FedFirst Financial Corporation with and into CB Financial Services, Inc., plan participants temporarily will be unable to direct or diversify the assets held in their plan accounts, including shares of FedFirst Financial Corporation common stock. This period, during which participants will be unable to exercise these rights otherwise available under the plan, is called a “blackout period.”
During this blackout period, you may not directly or indirectly purchase, sell, or otherwise acquire or transfer any equity security of FedFirst Financial Corporation acquired in connection with your service or employment as a director or executive officer of FedFirst Financial Corporation Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your services as a director or executive officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.
The blackout period will begin on October 18, 2014 and end during the week ending October 31, 2014.
In addition to this Sarbanes-Oxley blackout, please remember that FedFirst Financial Corporation observes regularly scheduled blackout periods that restrict your ability to trade in FedFirst Financial Corporation stock.
If you have any questions concerning this notice please contact:
Jamie L. Prah
FedFirst Financial Corporation
565 Donner Avenue
Monessen, PA 15062
(724) 684-6800
Fedfirst Financial (NASDAQ:FFCO)
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