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
Date of Report (Date of Earliest Event Reported): October 22, 2004
CENTRAL FEDERAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-25045 34-1877137
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
2923 Smith Road, Fairlawn, Ohio 44333 (330) 666-7979
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(Address of Principal Executive Offices) (Zip Code) (Registrant's
Telephone Number)
Not Applicable
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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 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On October 22, 2004, the registrant completed its acquisition of RJO Financial
Services, Inc., d/b/a Reserve Mortgage Services, (Reserve), an Akron, Ohio based
company licensed as a mortgage banker in Ohio, Florida and Georgia, founded by
Richard J. O'Donnell.
The acquisition was effected by the registrant's purchase of all the shares of
the outstanding common stock of RJO Financial Services, Inc. (the "RJO Shares").
The RJO Shares were purchased from Richard J. O'Donnell and Kathy K. Vidakovics.
Mr. O'Donnell and Ms. Vidakovics continue to serve as President and Chief
Operating Officer, respectively, of Reserve following the acquisition. No other
material relationship exists between Mr. O'Donnell or Ms. Vidakovics and the
registrant or any of its affiliates, or between Mr. O' Donnell or Ms. Vidakovics
and any director or officer of the registrant, or any associate of any director
or officer of the registrant.
The consideration paid by the registrant for the RJO Shares was 127,077 shares
of the registrant's common stock (the "CFC Shares") and $339,966. Based on the
average closing price of $14.06 per CFC Share, during the week before and after
the announcement of the proposed acquisition on June 10, 2004, the value of the
acquisition was approximately $2.1 million.
A copy of the press release issued on October 22, 2004 announcing completion of
the acquisition is included as Exhibit 99 to this report.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 22, 2004, the registrant issued a press release announcing a loss for
the third quarter of 2004. A copy of the press release is included as Exhibit 99
to this report.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 22, 2004, the registrant issued 123,077 treasury shares of its common
stock to Richard J. O'Donnell and 4,000 treasury shares of its common stock to
Kathy K. Vidakovics, as consideration for the purchase of all the shares of the
outstanding common stock of RJO Financial Services, Inc.
The transaction involved no public offering and was exempt from registration
under the Securities Act of 1933, pursuant to Section 4(2) thereof.
On October 22, 2004, the registrant issued a press release announcing the
issuance of its securities as consideration for the RJO Shares it acquired. The
transaction is described in more detail in Item 2.02 of this report and in the
press release included as Exhibit 99 to this report.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On October 22, 2004, the registrant issued a press release announcing that the
Company's Board of Directors had unanimously approved a one for 1,000 reverse
stock split of the Company's common stock as part of a "going private"
transaction. The transaction is subject to stockholder approval and will be
considered at a special meeting of stockholders scheduled to be held on December
14, 2004. The transaction also is described in the proxy statement for the
meeting, which the registrant expects to send to stockholders on or about
November 22, 2004. A copy of the press release is included as Exhibit 99 to this
report.
ITEM 8.01 OTHER EVENTS
On October 22, 2004, the registrant issued a press release announcing that the
Company's Board of Directors had unanimously approved a one for 1,000 reverse
stock split of the Company's common stock as part of a "going private"
transaction. The transaction is subject to stockholder approval and will be
considered at a special meeting of stockholders scheduled to be held on December
14, 2004. The transaction also is described in the proxy statement for the
meeting, which the registrant expects to send to stockholders on or about
November 22, 2004. A copy of the press release is included as Exhibit 99 to this
report.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired
(b) Pro forma financial information
Financial statements and pro forma financial information required by
sections 9(a) and 9(b) were provided on Form 8-K/A filed on August 12,
2004, which amended the Form 8-K filed by the registrant on June 16, 2004
to report that it had entered into a definitive agreement to acquire RJO
Financial Services, Inc.
(c) Exhibits
99 Press release issued on October 22, 2004 announcing (i)
completion of the registrant's acquisition of RJO Financial
Services, Inc., (ii) a loss for the registrant's fiscal quarter
ended September 30, 2004 (iii) Board approval of a reverse stock
split and (iv) a special meeting of stockholders to approve an
amendment to the registrant's Certificate of Incorporation to
effect the proposed split.
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.
Central Federal Corporation
Date: October 26, 2004 By: /s/ Therese Ann Liutkus
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Therese Ann Liutkus, CPA
Treasurer and Chief Financial Officer