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CFBK > SEC Filings for CFBK > Form 8-K on 27-Aug-2012All Recent SEC Filings

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Form 8-K for CENTRAL FEDERAL CORP


27-Aug-2012

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.

On August 23, 2012, the registrant issued a press release announcing the election of new directors, the appointment of new executive officers and the resignation of certain executive officers of the Company and CFBank pursuant to the Standby Purchase Agreements associated with the Company's recently completed stock offering.

There are no family relationships between the newly appointed directors or executive officers and any of the Company's or CFBank's other directors or executive officers. All of the newly appointed directors and executive officers were Standby Purchasers in the Company's stock offering. None of the newly appointed directors or executive officers is a party to any other transaction with the Company or CFBank in which they had a direct or indirect material interest. None of the newly appointed directors or executive officers is a party to any material plan, contract or arrangement (whether or not written) other than their appointment as directors and executive officers pursuant to the Standby Purchase Agreements.

None of the new directors currently serve, or have served in the last five years, on the board of directors of any other public company, except for Mr. Malenick, who was a board member of Max and Ermas Restaurants of Columbus, Ohio from 2006 until it was sold in 2008.

The new directors have not been named to any committees of the Board of Directors at this time.

The five new board members' terms will expire at the time of the annual stockholders' meeting in the following years:

                      James H. Frauenberg, II, age 37   2013
                      Donal Malenick, age 74            2013
                      Robert E. Hoeweler, age 64        2014
                      Timothy T. O'Dell, age 59         2015
                      Thad R. Perry, age 68             2015

The press release is attached as exhibit 99.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99 Press release issued August 23, 2012 announcing the election of new directors, the appointment of new executive officers and the resignation of certain executive officers of the Company and CFBank pursuant to the Standby Purchase Agreements associated with the Company's recently completed stock offering.


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