B of I Holdings 8-K 12-7-2005
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): December 7,
2005
B
of I HOLDING, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-51201
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33-0867444
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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12777
High Bluff Drive Suite 100, San Diego, CA
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92130
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(858) 350-6200
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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
TABLE
OF CONTENTS
Item
1.01: Entry into a Material Definitive Agreement
Item
9.01: Financial Statements and Exhibits
SIGNATURE
Item
1.01 Entry into a Material Definitive Agreement
On
December 7, 2005, Bank of Internet USA (the “Bank”), a subsidiary of registrant
(“BOFI”), entered into an employment agreement (the “Agreement”) with a new
executive officer, Terry Harris. Mr. Harris assumed the duties of the Vice
President and Chief Credit Officer of the Bank, effective December 1, 2005.
The
prior Chief Credit Officer, Mr. Patrick Dunn assumed a new Bank position,
Chief
Credit Officer - Multifamily, which reports to Mr. Harris.
The
terms
of the Agreement provide for a base annual salary of $150,000, participation
in
future bonus programs starting after the fiscal year ending June 30, 2006,
and
participation in stock option plans. Under the terms of his Agreement, Mr.
Harris was granted non-qualified stock options to purchase 20,000 shares
of BOFI
common stock granted on his start date at an exercise price of $8.10 per
share,
equal to the closing price of BOFI on December 1, 2005. The options have
a term
of 10 years from the grant date, vest over four years and the vested portions
are exercisable after one year. The form of the Stock Option Award Agreement
used for the grants above was previously filed by BOFI as Exhibit 10.1 to
its
8-K filed on July 28, 2005.
Under
the
Agreement, if the Bank terminates Mr. Harris for any reason other than for
cause, the Bank must (a) pay him normal compensation in effect through the
date
of termination; (b) pay him a severance payment equal to twelve times his
then-current base monthly salary, payable at the option of the board of
directors either in one lump sum or in twelve equal installments; and (c)
continue group insurance benefits for him for one year from termination,
or
until he commences work with a new employer providing group medical insurance
benefits. In addition, if Mr. Harris is terminated for any reason other than
for
cause, or due to death or disability, then all stock options currently held
by
him will fully vest as of the termination date. The term of the Agreement
automatically renews each year, unless terminated by the Bank or Mr. Harris.
A
copy of
the Agreement is attached as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits
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10.1 |
Employment
Agreement between Terry Harris and Bank of Internet USA, executed
December
7, 2005.
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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.
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B
of I HOLDING, INC.
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Date:
December 8, 2005
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By:
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/s/
Gary Lewis Evans
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Gary
Lewis Evans
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President
and Chief Executive Officer
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