southernconnecticut8k.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): December
28, 2009
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 (ee 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))
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 28, 2009, Southern Connecticut Bancorp, Inc. and its subsidiary, The
Bank of Southern Connecticut (the “Company”), entered into an employment
agreement with John H. Howland (the “Executive”) effective January 1, 2010 (the
“Agreement”). 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. Howland will serve as the President and Chief Operating Officer
of the Company through December 31, 2010, unless the Company terminates the
Agreement earlier under the terms of the Agreement. Mr. Howland will
receive an annual base salary of $200,000 from January 1, 2010 to December 31,
2010. Mr. Howland will be eligible for salary increases and other
merit bonuses at the discretion of the Company’s Board of
Directors.
Mr.
Howland 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 subsidiaries).
If Mr.
Howland’s employment is terminated as a result of a “Business Combination” (as
such term is defined in the Agreement), Mr. Howland will, subject to certain
conditions, be entitled to receive a lump sum payment in an amount equal to two
times the total of the Executive’s then current base annual salary plus the
amount of any bonus for the prior calendar year in the event that (i) the
Executive is not offered a position with the remaining entity at the Executive’s
then current base annual salary or (ii) the Executive is terminated (other than
for certain specified events that constitute cause or as the result of his death
or disability) within two years following a “Business
Combination”. In either such event, Mr. Howland will also be
entitled to (a) an acceleration of vesting of all stock options and restricted
stock previously granted to the Executive and (b) 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
9.01. Financial
Statements and Exhibits.
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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Date:
December 30, 2009
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SOUTHERN
CONNECTICUT BANCORP, INC.
By: /s/ Stephen V.
Ciancarelli
Stephen
V. Ciancarelli
Senior
Vice President and Chief Financial Officer
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EXHIBIT
INDEX