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): |
February 6, 2006 |
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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
February 6, 2006, First Business Financial Services, Inc. (FBFS), through its
wholly-owned subsidiary, First Business Capital Corp. (FBCC), entered into an
Executive Change-in-Control Severance Agreement (the Agreement), effective
January 3, 2006, with Charles H. Batson (the Executive) in connection with the
commencement of his employment with FBCC on January 3, 2006 and his related employment
agreement with FBCC.
The
Agreement provides that the Executive is entitled to benefits if, within twelve calendar
months after a change in control of FBFS or FBCC (as defined in the Agreement), the
Executives employment is involuntarily terminated by FBCC 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 FBFS or FBCC,
the Executives employment is involuntarily terminated by FBCC 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, vacation pay and unreimbursed expenses, (b) any
bonus payable to the Executive, which shall be payable in four equal semiannual
installments, (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) a lump sum 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. The 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.
The
foregoing description of the Agreement is qualified in its entirety by reference to the
full text of the form of the 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.
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(d) |
Exhibits.
The following exhibit is being filed herewith: |
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(10.1) |
Form
of Executive Change in Control Severance Agreement. |
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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: February 10, 2006 |
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 |
Form
of Executive Change in Control Severance Agreement. |