sct8k5-9.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): May 9, 2008
Southern
Connecticut Bancorp, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Connecticut
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000-49784
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06-1609692
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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215
Church Street
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New
Haven, Connecticut
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06510
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(203) 782-1100
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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
1.01 Entry into a Material Definitive Agreement
On May
6, 2008, Southern
Connecticut Bancorp, Inc. and its subsidiary The Bank of Southern Connecticut
entered into an employment agreement with Stephen V. Ciancarelli. The
material terms of the agreement are summarized in Item 5.02 of this current
report on Form 8-K.
ITEM
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 5,
2008, Southern Connecticut Bancorp, Inc. (the “Company”) appointed Stephen V.
Ciancarelli to serve as the Company’s Chief Financial Officer. Mr.
Ciancarelli’s appointment was announced in a press release issued by the Company
on May 9, 2008.
Mr.
Ciancarelli, age 53, previously served as Chief Financial Officer for Essex
Corporation, a subsidiary of John Hancock Life Insurance Company that is a
wholesaler of mutual funds, annuities and life insurance.
The
Company and its subsidiary, The Bank of Southern Connecticut, entered into an
employment agreement with Stephen V. Ciancarelli effective as of May 6,
2008. The following description of the Agreement is a summary of its
material terms and does not purport to be complete, and is qualified in its
entirety by reference to the Agreement which is filed as Exhibit 10.1 to this
current report on Form 8-K.
Under the
Agreement, Mr. Ciancarelli will serve as the Senior Vice President and Chief
Financial Officer of the Company through May 4, 2010, unless the Company
terminates the Agreement earlier under the terms of the
Agreement. Mr. Ciancarelli will receive an annual base salary of
$150,000 through May 4, 2009, and $165,000 for the period beginning on May 5,
2009 and ending on May 4, 2010. Mr. Ciancarelli will be eligible for
salary increases and other merit bonuses at the discretion of the Company’s
board of directors.
Mr.
Ciancarelli will receive 3,000 shares of restricted stock which will vest in
equal installments of 1,000 shares on May 5, 2009, May 5, 2010 and May 5,
2011. Mr. Ciancarelli will be provided with health and life
insurance, will be reimbursed for certain business expenses, and will be
eligible to participate in the profit sharing or 401(k) plan of the Company (or
its subsidiary).
If Mr.
Ciancarelli’s employment is terminated or his salary reduced as a result of a
“Business Combination” (as defined in the Agreement), he will, subject to
certain conditions, be entitled to receive a lump sum payment equal to two times
his base annual salary in effect at the time of termination plus the amount of
his bonus for the prior calendar year, and all of his previously granted shares
of restricted stock will immediately become fully vested. Mr.
Ciancarelli also will be entitled to a continuation of benefits under the
Agreement for the balance of the unexpired term of his employment, which will be
paid at his option as a lump sum payment or ratably over the balance of the
unexpired term.
If Mr.
Ciancarelli’s employment is terminated for any reason (other than for cause, or
as the result of his death or disability), he will be entitled to a continuation
of benefits under the Agreement for the balance of the unexpired term of his
employment, which will be paid at his option as a lump sum payment or ratably
over the balance of the unexpired term.
ITEM
8.01 Other Events.
On May 9,
2008, the Company issued a press release announcing the hiring of Mr.
Ciancarelli as its Chief Financial Officer. A copy of the press
release is furnished as Exhibit 99.1 and is incorporated herein by
reference.
ITEM
9.01 Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
May 9, 2008
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SOUTHERN
CONNECTICUT BANCORP, INC.
/s/ John H.
Howland
John
H. Howland
President
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EXHIBIT
INDEX