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| FRGB > SEC Filings for FRGB > Form 8-K on 6-Jan-2009 | All Recent SEC Filings |
6-Jan-2009
Change in Directors or Principal Officers, Financial Statements and Exhibi
(b) On December 30, 2008, First Regional Bancorp announced the retirement, effective January 2, 2009, of Jack A. Sweeney from his dual roles of Chairman and director of First Regional Bancorp and its subsidiary, First Regional Bank. Mr. Sweeney, who will turn 79 in January 2009, was honored by the company's Board of Directors by designating him as First Regional's "Founder and Chairman Emeritus."
In connection with Mr. Sweeney's retirement as Chairman and director of First Regional Bancorp and its subsidiary, First Regional Bank, as described above, First Regional Bancorp announced that, effective January 2, 2009, Gary M. Horgan will assume the position of Chairman of the Board of First Regional Bancorp and First Regional Bank. Mr. Horgan has served as a director of both First Regional Bancorp and First Regional Bank since 1997.
First Regional's press release, announcing the above noted changes, is furnished as Exhibit 99 hereto.
(d) On December 30, 2008, First Regional Bancorp announced the appointment of Marilyn J. Sweeney to the Board Directors of First Regional Bancorp, effective January 2, 2009. Ms. Sweeney was nominated by the independent members of the company's board of directors to fill the vacancy created by Jack A. Sweeney's resignation, as described above, and was unanimously approved by the company's entire board of directors at a special meeting on December 30, 2008.
Ms. Sweeney's appointment was made pursuant to the provisions of the company's bylaws. As of the date of this report, the company's board has not determined to appoint Ms. Sweeney to any board committees, although Ms. Sweeney may be appointed to one or more committees in the future.
Marilyn J. Sweeney had served as a director of the company from February 8, 2001 through May 17, 2005. In addition, Ms. Sweeney has continued to serve as a director of the company's subsidiary, First Regional Bank, from February 8, 2001 through the present date. Ms. Sweeney is the wife of Jack A. Sweeney, the company's Founder and Chairman Emeritus, who previously served as Chairman and Chief Executive Officer of the company. Due to such relationship, Ms. Sweeney was not deemed independent at the time of the company's 2005 annual meeting of shareholders and, in order to ensure the independence of a majority of the company's board of directors, Ms. Sweeney did not stand for reelection as a director of the company at that time.
Marilyn J. Sweeney and Jack A. Sweeney are customers of, and have had banking
transactions with, the company's subsidiary, First Regional Bank, in the
ordinary course of the Bank's business and the Bank expects to have banking
transactions with them in the future. These transactions include lines of
credit of $100,000 extended by the Bank to each of Marilyn J. Sweeney and Jack
A. Sweeney. In the company's opinion, all loans and commitments to lend
included in such transactions were made in compliance with applicable banking
regulations and other laws and on substantially the same terms, including
interest rates, collateral and repayment schedule, as those prevailing for
comparable transactions with other persons of similar creditworthiness and did
not involve more than a normal risk of collectibility nor contained terms
unfavorable to the Bank.
For her service as a director of First Regional Bank, Marilyn J. Sweeney received aggregate fees of $66,750 during 2008.
In Jack A. Sweeney's position as Chairman of the Board of the company and its
subsidiary, First Regional Bank, Jack A. Sweeney received a base salary of
$750,000 during 2008. Jack A. Sweeney did not and will not receive any bonus
for 2008. It is anticipated that, during 2009, in his position as Founder and
Chairman Emeritus of the company and its subsidiary, First Regional Bank, Jack
A. Sweeney will receive annual compensation of $250,000, in which Marilyn J.
Sweeney has certain rights under applicable California community property laws.
First Regional's press release, announcing Marilyn J. Sweeney's appointment to the company's board of directors and other changes to the board, is furnished as Exhibit 99 hereto.
(d) Exhibits.
99 Press Release of First Regional Bancorp, dated December 30, 2008, announcing certain changes, effective January 2, 2008, to the board of directors of each of First Regional Bancorp and its subsidiary, First Regional Bank, including the retirement of Jack A. Sweeney as Chairman and director of each of First Regional Bancorp and First Regional Bank, the appointment of Gary M. Horgan as Chairman of each of First Regional Bancorp and First Regional Bank, and the appointment of Marilyn J. Sweeney as a director of First Regional Bancorp
This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical fact, included herein may constitute forward-looking
statements. Although First Regional believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct. Important factors that could cause
actual results to differ materially from First Regional's expectations include
fluctuations in interest rates, inflation, government regulations, and economic
conditions and competition in the geographic and business areas in which First
Regional conducts its operations.
Statements made herein are made as of the date hereof only. The Company shall have no obligation to update information and forward-looking statements presented herein.
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