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): November 13, 2007
VSB Bancorp, Inc.
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(Exact Name of Registrant as specified in its charter)
New York 0-50237 11-3680128
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(State or other jurisdiction Commission File IRS Employer
of incorporation) Number Identification No.
4142 Hylan Boulevard, Staten Island, New York 10308
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Address of principal (Zip/Postal Code) executive offices
Registrant's telephone number: 718-979-1100
n/a
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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:
[ ] Written communication 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))
TABLE OF CONTENTS
ITEM 1.01 Entry into a Material Definitive Agreement
ITEM 5.02 (c) Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
ITEM 8.01 Other Events
Index of Exhibits
SIGNATURES
ITEM 1.01 Entry into a Material Definitive Agreement
On November 13, 2007, VSB Bancorp, Inc. (the "Company") entered into an
employment agreement with Raffaele M. Branca in connection with his appointment
as President and Chief Executive Officer of the Company. Details of the
agreement are set forth in Item 5.02(c) below. A copy of the agreement is
annexed hereto as Exhibit 1.01.
ITEM 5.02(c)
As previously announced in a report on Form 8-k filed on June 13, 2006,
Mr. Merton Corn, who has been the President and Chief Executive Officer of
Victory State Bank since it opened for business in November 1997 and who has
been the President and Chief Executive officer of the Company since it was
formed to become the holding company for Victory State Bank in 2003, has retired
effective November 13, 2007. Mr. Corn will continue as a director of the
Company.
Simultaneously, Raffaele M. Branca, formerly the Executive Vice
President and Chief Financial Officer of the Company, has been promoted to
President and Chief Executive Officer. The search for a new Chief Financial
Officer continues and in the interim, Mr. Branca will retain that title. Mr.
Branca has been the Executive Vice President and Chief Financial Officer of
Victory State Bank since November 1997 and has also held those positions with
the Company since 2003. Mr. Branca has been, and will continue to be, a member
of the Board of Directors of the Company, a position he has held since the
Company was formed. Mr. Branca has no family relationships with any other
director or executive officer of the Company.
In connection with Mr. Branca's promotion, the Company and Victory
State Bank entered into an employment agreement with Mr. Branca. A copy of the
Employment agreement is annexed as Exhibit 1.01. The following summary is
qualified in its entirety by reference to the complete terms of the agreement in
the form annexed as Exhibit 1.01.
The agreement provides for a three year employment term with an initial
salary at an annual rate of $203,163, subject to such increases and bonuses as
the Board of Directors may award in its discretion. The agreement provides that
if Victory State Bank terminates Mr. Branca's employment without cause during
the three year term, he is entitled to a severance payment equal to from one to
two years of salary, plus continued health insurance benefits for a like period,
depending upon when the termination occurs. If the contract is not renewed for
at least two years at expiration, then Mr. Branca is entitled to severance in an
amount equal to from nine months to one year of salary and health insurance
benefits, depending upon when Mr. Branca is advised of the intent not to renew.
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If there is a change in control of Victory State Bank or the Company
during the term of the agreement, and Mr. Branca's employment is terminated
within six months after the change in control, including termination by him, Mr.
Branca is entitled to a payment equal to 2.99 times his then current salary,
plus continued health, life and disability insurance benefits for three years
after the change in control, but in no event will the amount payable to Mr.
Branca exceed the maximum amount payable without the imposition of any excise
tax under Section 280G of the Internal Revenue Code.
The contract also includes various non-solicitation and non-competition
provisions in the event employment is terminated other than after a change in
control.
ITEM 8.01 Other Events
On November 15, 2007, the Company issued a press release announcing the
retirement of Mr. Corn and the promotion of Mr. Branca. A copy of the press
release is attached as Exhibit 8.01 (a).
In addition, on November 15, 2007, the Company announced a $0.06 per
share cash dividend to stockholders of record on November 29, 2007, payable on
January 2, 2008. A copy of the press release announcing the dividend is attached
as Exhibit 8.01 (b).
INDEX TO EXHIBITS
Exhibit No. Description
1.01 Employment contract of Raffaele M. Branca.
8.01 (a) Press release announcing retirement and promotion
8.01 (b) Press release announcing dividend
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.
Dated: November 15, 2007
VSB Bancorp, Inc.
By: /s/ Raffaele M. Branca
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Raffaele M. Branca
President and CEO
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