Current Report Filing (8-k)

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): September 5, 2014

 

First Business Financial Services, Inc.

(Exact name of registrant as specified in its charter)

 

Wisconsin		1-34095		39-1576570
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

401 Charmany Drive, Madison, Wisconsin 53719

(Address of principal executive offices, including zip code)

[phone]

(Registrant’s telephone number)

 

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-(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On September 9, 2014, First Business Financial Services, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed David R. Papritz to serve as the Company’s Chief Financial Officer and Senior Vice President - Corporate Development, effective September 23, 2014.

Mr. Papritz, age 52, was previously Group Senior Vice President and Director of Corporate Development and Investor Relations with Rosemont, Illinois based Taylor Capital Group, Inc. from 2013 until it was acquired by a third-party financial institution in August 2014. He also previously served as Managing Director in the Financial Institutions Group of Raymond James & Associates' Chicago office from September 2007 to March 2013 and Group Senior Vice President with Chicago-based LaSalle National Corporation/ABN Amro North America from June 1987 to January 2007, with responsibilities including mergers and acquisitions, financial analysis, human resources and management of the retail mortgage origination channel.

Mr. Papritz’s base salary will be $255,000. Mr. Papritz will also be eligible to participate in the Company’s Annual Incentive Bonus Program with a targeted payout range of 30% and a guaranteed bonus for calendar year 2015 of the greater of either the actual calculated bonus payment or $100,000. He will be eligible to participate in the Company’s 401(k) Plan and the Company’s 2012 Equity Incentive Plan. Mr. Papritz will also be eligible to receive an equity grant of $100,000 of restricted stock and to enter into an Executive Change in Control Agreement with the Company following the relocation of his family residence to Wisconsin. The equity grant will vest in four equal installments with the first 25% vesting the day after the initial grant date and an additional 25% vesting on each successive anniversary date of the grant.

There have been no transactions and there are no currently proposed transactions to which the Company was or is a participant and in which Mr. Papritz had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K. Further, Mr. Papritz is not related to any member of the Board or any other executive officers of the Company.

The foregoing description of the terms of Mr. Papritz’s employment arrangement is qualified in its entirety by reference to the full text of the Offer Letter between the Company and Mr. Papritz, which is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

A copy of the press release announcing the appointment of Mr. Papritz is attached as Exhibit 99.2 and is incorporated by reference herein.

In conjunction with Mr. Papritz’s appointment, Mr. James F. Ropella, the Company’s current Senior Vice President and Chief Financial Officer, will retire from his position as Chief Financial Officer, effective September 23, 2014. Mr. Ropella will remain with the Company as Senior Vice President through December 31, 2014 to facilitate the transition of the Chief Financial Officer position to Mr. Papritz. The Company has also entered into a consulting arrangement with Mr. Ropella, effective January 1, 2015, pursuant to which Mr. Ropella will serve as a consultant to the Company following his retirement. Mr. Ropella will receive consulting compensation of $150,000 for 2015 consulting services, which includes compensation as a director on the board(s) of certain of the Company’s subsidiaries.

Item 9.01.    Financial Statements and Exhibits.

(a)	Not applicable

(b)	Not applicable

(c)	Not applicable

(d)	Exhibits. The following exhibits are filed herewith:

(99.1) Offer Letter between the Company and David R. Papritz accepted September 5, 2014.

    

(99.2) Press Release of First Business Financial Services, Inc. dated September 9, 2014.

    

    

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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.

	FIRST BUSINESS FINANCIAL SERVICES, INC.
Date: September 9, 2014	By: /s/ Barbara M. Conley
	Barbara M. Conley
	Senior Vice President and General Counsel

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FIRST BUSINESS FINANCIAL SERVICES, INC.

Exhibit Index to Current Report on Form 8-K

Exhibit

Number

99.1        Offer Letter between the Company and David R. Papritz accepted September 5, 2014.

99.2        Press Release of First Business Financial Services, Inc., dated September 9, 2014.

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September 2, 2014

David R. Papritz

2026 Walters Avenue

Northbrook, IL 60062

Dear David,

We are pleased to confirm our offer of employment with First Business Financial Services, Inc. The terms noted in this letter supersede any we have discussed previously. If the conditions set out below are acceptable to you, please sign this letter and return by September 5, 2014.

Starting Date:	September 23, 2014

Title:	Chief Financial Officer & Senior Vice President - Corporate Development

    

Supervisor:	Corey Chambas, President & CEO

Starting Salary:	$255,000/year

Equity Program:

You will receive a milestone equity grant of $100,000 of restricted stock of First Business Financial Services, Inc., issued at the next scheduled quarterly issue date following the relocation of your family residence to Wisconsin. The stock will vest in four equal installments -- the first 25% will vest the day after the initial grant date and the remaining shares will vest on the anniversary dates of the grant. The restricted stock agreement contains non-solicitation of client and protection of leadership pool provisions.

As an executive officer, you will be eligible for annual equity grants, with a total value of 25% of your base compensation. The company and the executive must be performing at an acceptable level for grants to be made.

  

Annual Incentive

Bonus Program:	You will be eligible for the board approved Annual Incentive Bonus Program. Your bonus will be calculated as a percentage of base compensation (pro-rated in 2014 based on your hire date) and ranges from 0% - 60%, with a targeted payout of 30%. Payment is based on company and individual performance.

You will receive a guaranteed bonus for calendar year 2015 of either the actual calculated bonus payment or $100,000, whichever is greater. Payment will be made prior to March 15, 2016.

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David R. Papritz

Page 2

September 2, 2014

Relocation Package:	You will receive a relocation package valued at approximately $55,000. A memo is attached detailing relocation considerations.

Change in Control

Agreement:	You will receive an Executive Change-in-Control Severance Agreement immediately following the relocation of your family residence to Wisconsin. A template of the agreement is attached.

Vacation:	Six days in 2014; Five weeks (25 days) per year starting in 2015.

Sick Time:	Accrues at ½ day per month. Sick time can be accumulated to a maximum of 66 days.

Disability Insurance:	Group short-term and long-term disability insurance will be provided

Life Insurance:	Two times base salary

You will also be eligible to participate in the employee benefit programs available to employees as provided for in the employee handbook.

As you know, employment is at will and subject to the terms and conditions outlined in our employee handbook and employment policies as amended from time to time. This letter is not an employment contract. This offer is subject to satisfactory results of a controlled substance test.

This offer is subject to First Business Financial Services, Inc. board approval.

Both parties to this agreement acknowledge that the Papritz Family has agreed to relocate their primary residence to Wisconsin by August 31, 2015.

David, we look forward to working with you and know you will be a valuable asset to our team. Please indicate your acceptance of the terms of this offer by signing below and returning an original copy.

Sincerely,

/s/ Corey Chambas

Corey Chambas

President & Chief Executive Officer

Acknowledged and agreed to by:        /s/ David R. Papritz_________________9/5/14

David R. Papritz            Date

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Press Release

CONTACT:

Barbara M. Conley

Senior Vice President and General Counsel

First Business Financial Services, Inc.

608-232-5902

[e-mail]

 

First Business Financial Services Inc. Names David Papritz to Serve as CFO of the $1.3 Billion Midwest Bank

MADISON, WI - September 9, 2014 (GLOBE NEWSWIRE) - First Business Financial Services, Inc. (“First Business”) (NASDAQ: FBIZ), today announced the appointment of David R. Papritz as Chief Financial Officer and Senior Vice President of Corporate Development, effective Sept. 23, 2014.

Papritz brings to First Business more than 25 years of financial services and investor relations experience with leading commercial banking and financial services firms based in and around Chicago, Illinois. Most recently, he served as Group Senior Vice President, Director of Corporate Development and Investor Relations, with Taylor Capital Group/Cole Taylor Bank.

“David’s experience and expertise are an ideal fit for First Business as we focus on strategic growth opportunities that deliver long-term shareholder value while enhancing our client offerings,” said Corey Chambas, President and Chief Executive Officer. “Throughout his career, David has established an impressive track record of successful execution, consistently delivering results and helping organizations grow in smart, sustainable, and financially sound ways. We are delighted that our unique and focused entrepreneurial business banking franchise has attracted such a high caliber talent.”

Papritz has deep and varied experience as a financial services executive. In his most recent role at Taylor Capital Group, Papritz was hired to lead an effort to grow through strategic acquisitions of other banking organizations and specialty lending businesses, while also enhancing fee-income generation opportunities.

Prior to that, he served as a managing director with Raymond James & Associates, where he delivered advisory counsel and services to senior-level executives and boards of directors at community banks with assets ranging between $150 million and $20 billion.

Previously, he spent nearly 20 years with LaSalle National Corporation/ABN Amro North America, serving in a range of roles with increasing responsibility. During his tenure at LaSalle as Group Senior Vice President, his primary focus was expanding the company through a program of strategic acquisitions that led to asset growth in excess of $50 billion through multiple acquisitions executed over a decade.

Papritz received a BA in English and Business Management from Luther College and an MBA from Northwestern University Kellogg Graduate School of Management.

Papritz will replace First Business CFO James Ropella, who last February announced his plans to retire after 14 years as Chief Financial Officer. Ropella helped lead First Business through a period of high performance and growth, during which the company grew from a $300 million asset bank to a $1.3 billion asset publicly traded company. To help facilitate a seamless transition, Ropella will remain employed with the bank as a senior vice president through the end of this year, and will be retained in a consulting capacity in 2015.

“Jim’s contributions to First Business need to be measured not only by the company’s successful growth and performance during his tenure, but by the unique corporate culture he’s helped us to build and nurture during his 14 years with First Business,” Chambas noted. “I’m very pleased that our leadership team and I will continue to benefit from Jim’s advice and counsel.”

 

About First Business Financial Services, Inc.

First Business Financial Services (NASDAQ:FBIZ) is a $1.3 billion Wisconsin-based bank holding company that specializes in focused financial solutions for businesses, key executives, and high net worth individuals through its operating companies. Its companies include: First Business Bank - Madison; First Business Bank - Milwaukee; First

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Business Bank - Northeast; First Business Trust & Investments; First Business Equipment Finance, LLC; and First Business Capital Corp. For additional information, visit www.firstbusiness.com or call [phone].

The First Business Financial Services, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=25434

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