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GSLA > SEC Filings for GSLA > Form 8-K on 16-Jul-2009All Recent SEC Filings

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Form 8-K for GS FINANCIAL CORP


16-Jul-2009

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a) Not applicable.

(b) On July 13, 2009, Martin S. Friedman resigned as a director of GS Financial Corp. (the "Company") as well as its wholly owned subsidiary, Guaranty Savings Bank (the "Bank"). The resignation followed Mr. Friedman's receipt of a letter (the "Letter") from the Office of Thrift Supervision (the "OTS") which indicates the OTS's view that Mr. Friedman together with Donald C. Scott, Riggs Qualified Partners, LLC, Philip J. Timyan and F.J. Capital Long/Short Equity Fund LLC (collectively, the "Group") acquired control (within the meaning of OTS regulations), without the prior approval of the OTS as required by OTS regulations implemented under the Savings and Loan Holding Company Act and the Change in Bank Control Act. As a result, the OTS Letter stated that Mr. Friedman should resign as a director of the Company and the Bank and that no other representative of the Group should be appointed to the board of directors of the Company or the Bank while the Group holds, in the aggregate, more that 10% of the outstanding shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Letter also states that the Group should divest itself of the beneficial ownership of all shares of Common Stock collectively owned by the Group in excess of 10% of the outstanding shares of Common Stock. Furthermore, while the Group's holdings exceed 10% of the outstanding Common Stock, the Group should refrain from voting its shares of Common Stock.

A copy of Mr. Friedman's letter of resignation is attached hereto as Exhibit 17.1, which is incorporated herein by reference.

(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.



Item 9.01 Financial Statements and Exhibits

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.

The following exhibit is included with this Report.

         Exhibit Number     Description
         17.1               Letter of resignation from Martin S. Friedman,
                            received July 13, 2009.


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