SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
August 15, 2005
------------------------------------------------
Date of Report (Date of earliest event reported)
KEARNY FINANCIAL CORP.
------------------------------------------------
(Exact name of Registrant as specified in its Charter)
United States 0-51093 22-3803741
---------------------------- ------- --------------------------
(State or other jurisdiction (File No.) (IRS Employer
of incorporation) Identification Number)
120 Passaic Avenue, Fairfield, New Jersey 07004
--------------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 244-4500
--------------------
Not Applicable
-------------------------------------------------------------
(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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
KEARNY FINANCIAL CORP.
INFORMATION TO BE INCLUDED IN REPORT
------------------------------------
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
----------------------------------------------------
On August 15, 2005, the Board of Directors of the Registrant approved a
life insurance program for officers and directors of the Registrant's
wholly-owned subsidiary, Kearny Federal Savings Bank (the "Bank").
The program for directors provides that a $500,000 death benefit to a
director's beneficiary will be payable as follows:
o upon the death of the director while serving on the Board;
o upon death following retirement after age 70;
o upon death following retirement after age 60 with the sum of age and
service being at least 75; or
o upon death following termination of service at any time after a Change of
Control (as defined in the agreement) of the Bank.
Each director's life insurance agreement will be effective upon the Bank
securing a life insurance policy on the life of such director.
The program for executives provides that a death benefit equal to 200%
times the executive's highest annual base salary (not including bonus, equity
compensation, deferred compensation or any other forms of compensation) in
effect at the Bank at any time during the final three calendar years of the
executive's employment, not to exceed $1.5 million, will be payable to an
executive's beneficiary as follows:
o upon the death of the officer while employed with the Bank;
o upon death following retirement after age 62;
o upon death following retirement after age 55 and with the sum of age and
service being at least 70; or
o upon death following termination of employment at any time after a Change
of Control (as defined in the agreement) of the Bank.
Each executive's life insurance agreement will be effective upon the Bank
securing a life insurance policy on the life of such executive.
Copies of the Form of Kearny Federal Savings Bank Director Life Insurance
Agreement and the Form of Kearny Federal Savings Bank Executive Life Insurance
Agreement are included with this Form 8-K as exhibits.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
----------------------------------------------------------------------------
Exhibit Description
-----------
Number
------
10.1 Form of Kearny Federal Savings Bank Director Life Insurance Agreement
10.2 Form of Kearny Federal Savings Bank Executive Life Insurance Agreement
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, thereunto duly authorized.
KEARNY FINANCIAL CORP.
Date: August 18, 2005 By: /s/ John N. Hopkins
-------------------------------------------
John N. Hopkins
President and Chief Executive Officer