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): |
August 6, 2007 |
First Business Financial Services, Inc.
|
(Exact name of registrant as specified in its charter) |
Wisconsin
|
0-51028
|
39-1576570
|
(State or other |
(Commission File |
(IRS Employer |
jurisdiction of |
Number) |
Identification No.) |
incorporation) |
401 Charmany Drive, Madison, Wisconsin 53719
|
(Address of principal executive offices, including zip code) |
(608) 238-8008
|
(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
August 6, 2007, the Board of Directors of First Business Financial Services, Inc. (the
Company), approved Executive Change-in-Control Severance Agreements (the
Agreements), between the Company and each of Michael J. Losenegger, the
Companys Chief Operating Officer, James F. Ropella, the Companys Chief
Financial Officer, Mark J. Meloy, President and Chief Executive Officer of the
Companys First Business Bank subsidiary (the Executives).
Each
Agreement provides that the Executive that is a party to the Agreement is entitled to
benefits if, within twelve calendar months after a change in control of the Company (as
defined in the Agreement), the Executives employment is involuntarily terminated by
the Company without cause (as defined in the Agreement) or the Executive terminates his
employment for good reason (as defined in the Agreement), or if, within six months prior
to a change in control of the Company, the Executives employment is involuntarily
terminated at the request of the party involved in the change in control transaction. The
benefits provided would be: (a) a lump sum payment of accrued base salary, accrued
vacation pay and unreimbursed business expenses, (b) a lump sum payment of any bonus
payable to the Executive, (c) cash equal to two times the Executives base salary at
the time of termination or, if greater, the Executives base salary at the time of
the change in control, payable in four equal semiannual installments (d) cash equal to the
Executives target bonus at the time of termination or, if greater, the
Executives target bonus at the time of the change in control, payable in four equal
semiannual installments, and (e) subject to certain limitations, continued health
insurance coverage for 18 months following the effective date of termination at the same
coverage level and cost to the Executive as immediately prior to the effective date of
termination. Each Agreement provides that if any portion of the benefits under the
Agreement would constitute an excess parachute payment for purposes of the
Internal Revenue Code, then the total payments under the Agreement will be reduced such
that the Executive would not be required to pay the excise tax, provided that the
reduction will only be made to the extent that the reduction would result in an increase
in the aggregate payments and benefits to be provided under the Agreement, net of taxes.
Each Agreement also contains a provision that restricts the Executives ability to
solicit the Companys customers for 24 months after his employment is terminated and
restricts the Executive from assisting or influencing a defined set of the Companys employees
to leave the Company for 12 months after the Executive is terminated.
Also
on August 6, 2007, the Board of the Company approved an amendment to the Change-in-Control
and Severance Agreement of Charles H. Batson, the Chief Executive Officer of the
Companys First Business Capital Corp. subsidiary. The agreement was amended to
generally conform Mr. Batsons agreement to the Agreements, including replacing the non-compete
covenant with a provision that restricts Mr. Batson's ability to solicit the Company's customers
for 24 months,
replacing the agreements employee non-solicitation provision with a provision that restricts
Mr. Batson from assisting or influencing a defined set of the Company's employees to leave the Company
for 12 months after Mr. Batson is terminated and changing the timing of certain severance payments.
The
foregoing description of the Agreements is qualified in its entirety by reference to the
full text of the form of Executive Change in Control Severance Agreement, a copy of which
is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. |
Financial
Statements and Exhibits. |
2
|
(d) |
Exhibits.
The following exhibit is being filed herewith: |
|
(10.1) |
Form
of Executive Change in Control Severance Agreement. |
3
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.
|
FIRST BUSINESS FINANCIAL SERVICES, INC. |
Date: August 9, 2007 |
By: /s/ James F. Ropella |
|
James F. Ropella |
|
Senior Vice President and Chief Financial Officer |
4
FIRST BUSINESS
FINANCIAL SERVICES, INC.
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
10.1 |
Form
of Executive Change in Control Severance Agreement. |