SCT Form 8K
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, 2005
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SOUTHERN
CONNECTICUT BANCORP, INC.
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(Exact
Name of Registrant as Specified in its Charter)
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Connecticut
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0-49784
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06-1609692
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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215
Church Street, New Haven, CT 06510
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(Address
of principal executive offices)(Zip
Code)
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Registrant's
telephone number, including area code: (203) 782-1100
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(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):
[
]
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-(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Section
1--Registrant's Business and Operations
Item
1.01. Entry
into a Material Definitive Agreement.
Southern
Connecticut Bancorp, Inc. ("Bancorp") and the Bank of Southern Connecticut
(the
“Bank”) entered into an employment agreement as of October 26, 2005 (the
"Agreement") with John Howard Howland. The following description of the
Agreement is a summary of the material terms of the Agreement and does not
purport to be complete, and is qualified in its entirety by reference to the
Agreement which is filed as an exhibit to this report on Form 8-K.
Under
the
Agreement, Mr. Howland is employed as Executive Vice President and Chief
Administrative Officer of Bancorp and the Bank. His term of employment ends
on
December 31, 2006 (the “Term”), unless Bancorp earlier terminates Mr. Howland's
employment under the terms of the Agreement. Mr. Howland will receive an annual
base salary of $140,000 during the Term, and will be eligible for merit bonuses
at the discretion of Bancorp's and the Bank’s Board of Directors, which bonuses
may, in the discretion of such boards, be based on the achievement of one or
more annual individual or corporate goals established by the boards and
communicated to Mr. Howland. In addition, during the Term Mr. Howland will
be
reimbursed for expenses and will be provided with group life insurance, health
insurance, and participation in the Bank's profit sharing or 401(k) plan.
Pursuant to the Agreement, Mr. Howland has been granted incentive
stock options under the Southern Connecticut Bancorp, Inc. 2002 Stock Option
Plan exercisable for 20,000 shares of common stock pursuant to the terms of
such plan.
In
the
event Mr. Howland's employment is terminated or his responsibilities are
significantly reduced as a result of a "Business Combination" (defined in the
Agreement as the sale by the Bank and Bancorp of all or substantially all of
their assets, the acquisition of 51% of their outstanding voting stock or their
merger with another corporation as a result of which the Bank and Bancorp are
not the surviving entities), Mr. Howland will, subject to certain conditions,
be
entitled to receive a lump sum payment equal to three times his base annual
compensation in effect at the time of termination. Additionally, in the case
of
Mr. Howland's termination as a result of a Business Combination and in the
event
Mr. Howland is otherwise terminated by the Bank or Bancorp except for cause
or
disability or upon death, Mr. Howland will be entitled to receive his base
salary under the Agreement plus the amount of bonus and other compensation
to
which Mr. Howland would be entitled for the balance of the Term.
Item
9.01. Financial
Statements and Exhibits.
10.1
Employment Agreement dated as of October 26, 2005 between Southern Connecticut
Bancorp, Inc. and The Bank of Southern Connecticut and John Howard Howland.
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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SOUTHERN
CONNECTICUT BANCORP, INC.
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By:
/s/ Michael J. Ciaburri
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Name:
Michael J. Ciaburri
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Title:
President and Chief Operating
Officer
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Date: October
26, 2005