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
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Date of Report |
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(Date of earliest |
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event reported): |
December 14, 2005 |
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First Business Financial Services, Inc.
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(Exact name of registrant as specified in its charter) |
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Wisconsin
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0-51028
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39-1576570
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(State or other |
(Commission File |
(IRS Employer |
jurisdiction of |
Number) |
Identification No.) |
incorporation) |
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401 Charmany Drive, Madison, Wisconsin 53719
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(Address of principal executive offices, including zip code) |
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(608) 238-8008
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(Registrants telephone number) |
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 1.01. Entry into a
Material Definitive Agreement.
On
December 14, 2005, First Business Financial Services, Inc. (FBFS), through its
wholly-owned subsidiary, First Business Capital Corp. (FBCC), entered into an
employment agreement (the Employment Agreement) and related repayment
agreement (the Repayment Agreement) with Charles H. Batson, in connection with
his appointment as President, Chief Executive Officer and Director of FBCC. Pursuant to
the Employment Agreement, Mr. Batsons employment with FBCC will commence on January
3, 2006 (the Commencement Date).
Under
the Employment Agreement, Mr. Batson will be entitled to (1) a monthly salary of $15,834,
(2) participate in FBCCs officer bonus program with a target bonus of 35% of his
annual base salary; (3) an automobile allowance; (4) a grant of 6,000 restricted shares of
FBFS common stock, which shares will vest in 25% per year for four years, and (5) a
$150,000 signing bonus, payable in two equal installments in January and July, 2006.
Pursuant to the Employment Agreement and the Repayment Agreement, Mr. Batson is required
to repay the signing bonus if on or before December 31, 2006 he (a) terminates his
employment other than for death or disability or (b) is terminated for cause. In addition,
pursuant to the Employment Agreement, Mr. Batson will enter into a change of control
agreement under which he will receive two times his annual salary if he is terminated
following a change of control of either FBFS or FBCC. The change of control agreement will
also contain a two year non-competition and non-solicitation provision.
The
foregoing descriptions of the Employment Agreement and the Repayment Agreement are
qualified in their entirety by reference to the full text of the agreements, copies of
which are filed herewith as Exhibit 10.1 and 10.2, respectively, and are incorporated
herein by reference.
Item 5.02 Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Effective
December 14, 2005, the Board of Directors of FBCC appointed Charles H. Batson as
President, Chief Executive Officer and Director of FBCC for a term commencing on January
3, 2006. The Board of Directors of FBFS also approved the appointment. Mr. Batson, age 52,
has almost thirty years of experience with several banking organizations, most recently
serving as Vice President and Business Development Manager for Wells Fargo Business Credit
and its predecessor entity, Norwest Corporation, in Milwaukee, Wisconsin since 1989.
Item 9.01. Financial
Statements and Exhibits.
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(d) |
Exhibits.
The following exhibits are being filed herewith: |
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(10.1) |
Employment
Agreement, dated December 14, 2005, by and between First Business
Capital Corp. and Charles H. Batson. |
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(10.2) |
Repayment
Agreement, dated December 14, 2005, by and between First Business
Capital Corp. and Charles H. Batson. |
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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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FIRST BUSINESS FINANCIAL SERVICES, INC. |
Date: December 20, 2005 |
By: /s/ James F. Ropella |
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James F. Ropella |
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Senior Vice President and Chief Financial Officer |
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FIRST BUSINESS
FINANCIAL SERVICES, INC.
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
10.1 |
Employment
Agreement, dated December 14, 2005, by and between First Business Capital
Corp. and Charles H. Batson. |
10.2 |
Repayment
Agreement, dated December 14, 2005, by and between First Business Capital
Corp. and Charles H. Batson. |