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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported)
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April
3, 2009
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(Exact
name of registrant as specified in its charter)
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Louisiana
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000-22269
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72-1341014
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3798
Veterans Boulevard, Metairie, Louisiana
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70002
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(Address
of prinicpal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(Former
name or former address, if changed since last report)
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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):
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Item
1.01
Entry Into
a Material Definitive Agreement
On April
3, 2009, GS Financial Corp. (the "Company") and its wholly owned subsidiary,
Guaranty Savings Bank (the "Bank"), entered into a Shareholder Agreement (the
"Agreement") with Riggs Qualified Partners, LLC, Philip J. Timyan, FJ Capital
Long/Short Equity Fund LLC and Martin S. Friedman (collectively, the
"Shareholders" and, individually, each a "Shareholder") pursuant to which the
Shareholders agreed to withdraw their nominations of three directors to serve on
the Company's Board of Directors and to amend the Schedule 13D previously filed
with the Securities and Exchange Commission by the Shareholders and Mr. Donald
C. Scott to reflect the withdrawal of their nominations and their execution of
the Agreement. The Company and the Bank agreed to appoint Mr.
Friedman as a director of the Company and the Bank for a two-year term expiring
at the 2011 Annual Meeting of Shareholders of the Company and the Bank,
respectively, as described further in Item 5.02 below.
Under the
terms of the Agreement, the Shareholders also have agreed not to (i) directly or
indirectly, initiate, propose or submit any shareholder proposal to the Company,
unless such action is supported by a majority of the Company's Board of
Directors, (ii) seek to elect any person to the Company's Board of Directors
(the "Board") other than Mr. Friedman, or remove any director, unless such
action is supported by a majority of the Board, (iii) join with or assist
anyone, directly or indirectly, in opposing any proposal or director nomination
submitted by the Board to shareholders or join with or assist anyone, directly
or indirectly, with respect to any proposal submitted to a vote of the Company's
shareholders that is opposed by the Board or (iv) vote for any nominee to the
Board other than those nominated or supported by the Board or consent to become
a nominee for election to the Board, unless nominated or supported by the
Board. The Shareholders also have agreed to vote in favor of (i)
nominees to the Board recommended by the Board and (ii) proposals submitted to
shareholders and recommended by the Board, other than any matter providing for
any new or additional stock benefit plans.
The
Shareholders also have agreed that they will not solicit proxies or written
consents or otherwise directly or indirectly participate in any proxy
solicitation in opposition to any recommendation or proposal by the
Board. The Agreement also provides that the Shareholders will not (i)
propose or seek to effect any merger, consolidation, recapitalization,
reorganization, sale of substantially all the assets, tender or exchange offer
or any other transaction that would result in a change in control of the Company
(a "Company Transaction Proposal"), (ii) seek to exercise any control or
influence over the management of the Company, the Board or the Board of
Directors of the Bank, other than Mr. Friedman in his capacity as a director,
(iii) other than a presentation to the Board, present any proposal that could
reasonably be expected to result in a Company Transaction Proposal or (iv)
otherwise seek to effect a change in control of the Company, or publicly
indicate their willingness or desire to engage in, or have another person engage
in, any transaction that could reasonably be expected to result in a Company
Transaction Proposal or encourage or induce any person, other than the Board, to
initiate any transaction that could reasonably be expected to result in a
Company Transaction Proposal, other than, in each case, any action supported by
a majority of the Board.
The
Agreement provides that the Company shall have a right of first refusal to
repurchase shares of the Company's common stock (the "Common Stock") from the
Shareholders in the event that the Shareholders intend to sell shares of Common
Stock in an amount equal to or exceeding 1% or more of the Company's Common
Stock to anyone who is, or would be, a beneficial owner of more than 5% of the
outstanding shares of Common Stock. The Agreement also provides that
the Shareholders will not make any negative statements, in public or otherwise,
with respect to the Company, the Bank or any of their directors or officers or
participate in any litigation against the Company, the Bank or any of their
respective directors or officers. The Company has agreed to reimburse
the Shareholders for up to $15,000 of their legal fees and
expenses.
The
Agreement will expire on June 30, 2011 or, if earlier, upon the date that Mr.
Friedman no longer serves on the Board, other than pursuant to his personal
resignation or resignation at the request of the Board if he does not vote in
favor of management’s nominees. The Agreement will not terminate if Mr. Friedman
ceases to be a member of the Board and Mr. Timyan or his representative is
appointed by the Company to serve for the remainder of Mr. Friedman’s
term.
For
additional information, reference is made to the Agreement included as Exhibit
10.1 hereto, which is incorporated herein by reference.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) On
April 3, 2009, pursuant to the terms of the Agreement, Martin S. Friedman was
appointed as a director of the Company, and the Company agreed to elect him as a
director of the Bank. Mr. Friedman will serve on the Audit Committee
and the Compensation Committee of the Board. Mr. Friedman has not engaged in any
transaction with the Company that requires disclosure of any information
pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of
1934, as amended.
For additional information, reference is made to the
Agreement included as Exhibit 10.1 hereto, which is incorporated herein by
reference.
(e) Not
applicable.
(f)
Not applicable.
Item
9.01
Financial
Statements and Exhibits
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits.
The following exhibits are included with this
Report.
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10.1
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Shareholder
Agreement, dated as of April 3, 2009, by and among GS Financial Corp.,
Guaranty Savings Bank, Riggs Qualified Partners, LLC, Philip J. Timyan, FJ
Capital Long/Short Equity Fund LLC and Martin S. Friedman
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99.1
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Press
Release, dated April 6,
2009
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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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GS
FINANCIAL CORP.
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Date: April
6, 2009
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By:
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/s/ Stephen E. Wessel
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Stephen
E. Wessel
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President
and Chief Executive
Officer
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EXHIBIT
INDEX
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10.1
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Shareholder
Agreement, dated as of April 3, 2009, by and among GS Financial Corp.,
Guaranty Savings Bank, Riggs Qualified Partners, LLC, Philip J. Timyan, FJ
Capital Long/Short Equity Fund LLC and Martin S. Friedman
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99.1
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Press
Release, dated April 6, 2009
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