sct8k3-26.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): March 26,
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 March
26, 2008, Southern Connecticut Bancorp, Inc. (the “Company”) and its subsidiary,
The Bank of Southern Connecticut, Inc. (the “Bank”), entered into a Separation
Agreement and General Release (the “Separation Agreement”) with Michael
Ciaburri, President and Chief Executive Officer of the Company and the
Bank.
Under the
Separation Agreement:
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Mr.
Ciaburri will voluntarily resign from all positions with the Company and
the Bank effective as of April 3,
2008;
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Mr.
Ciaburri will receive a payment of $300,000 (less applicable
taxes);
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Mr.
Ciaburri may elect to continue receiving health insurance through the Bank
and to have the Bank pay for such insurance until the earlier of March 31,
2009 and the date when he becomes eligible to receive health insurance
through another employer; and
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the
parties release each other from any claims arising through the date of the
agreement.
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The above
description is a summary of the Separation Agreement’s material terms and does
not purport to be complete and is qualified in its entirety by reference to the
Separation Agreement which is filed as Exhibit 10.1 to this current report on
Form 8-K.
On March
26, 2008, the Company and the Bank entered into a Separation Agreement and
General Release with Michael Ciaburri, President and Chief Executive Officer of
the Company and the Bank. The Separation Agreement and General
Release terminates Mr. Ciaburri’s employment agreement with the Company and the
Bank that was dated February 27, 2008. The termination of Mr. Ciaburri’s
employment is effective April 3, 2008. The Separation Agreement and
General Release was entered into in connection with Mr. Ciaburri’s election to
pursue other business interests.
Additional
information about the Separation Agreement and General Release is set forth in
Item 1.01 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.
(b) On
March 26, 2008, Mr. Ciaburri, the President, Chief Executive Officer, and a
director of the Company resigned from the Company effective as of April 3,
2008. Mr. Ciaburri’s resignation as a director was not due to any
disagreement with the Company or its management on any matter related to the
Company’s operations, policies or practices.
(c) John
H. Howland, Executive Vice President and Chief Operating Officer of the Company
and the Bank, has been appointed by the Board of Directors to assume the
additional position of President of the Company and the Bank effective as of
April 3, 2008.
Mr.
Howland, age 43, is a graduate of Bowdoin College and the University of
Maine School of Law. He has served as the Company’s Chief
Operating Officer since February 2007. He has also served as
Executive Vice President and Chief Administrative Officer of the Company and the
Bank since September 2005. Mr. Howland was previously employed by A.
G. Edwards & Sons, Inc. in Boston, Massachusetts until 2003, where he
held the title of Director-Investment Banking, Financial Institutions
Department.
ITEM
8.01 Other Events.
On March
27, 2008, the Company issued a press release announcing certain personnel
changes at the Company and the Bank. 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:
March 27, 2008
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SOUTHERN
CONNECTICUT BANCORP, INC.
/s/ John
H. Howland
John
H. Howland
Executive
Vice President and Chief Operating Officer
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EXHIBIT
INDEX