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): August 7, 2009
UNITED COMMUNITY FINANCIAL
CORP.
(Exact name of registrant as
specified in its charter)
| OHIO | 0-024399 | 34-1856319 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 275 West Federal Street,
Youngstown, Ohio |
44503-1203 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (330) 742-0500
| 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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 – Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On August 7, 2009, the Boards of Directors of United Community Financial Corp. and The Home Savings and Loan Company of Youngstown, Ohio appointed Scott N. Crewson to the Board of Directors of UCFC and the Board of Directors of Home Savings. Mr. Crewson was appointed to fill the vacancy on the UCFC Board created by the resignation of David G. Lodge and to fill a newly created vacancy on the Home Savings Board. Mr. Crewson also was appointed to the Compensation, Compliance and Nominating and Governance Committees of the Board.
A copy of the press release announcing the appointment of Mr. Crewson is attached hereto as Exhibit 99.1
(e) On August 7, 2009, the Compensation Committee and the UCFC Board approved the award of 4,000 options to acquire UCFC shares to Mr. Crewson under the UCFC 2007 Amended and Restated Long-Term Incentive Plan. Each of the option awards vest in three equal installments on each of December 31, 2009, December 31, 2010 and December 31, 2011. The options have an exercise price of $1.57 per share and are subject to the terms and conditions of the 2007 Plan. The options awarded to Mr. Crewson were nonqualified stock options.
A copy of the 2007 Plan is attached as Exhibit 10.9 to the Form 10-K for the year ended December 31, 2008, and a copy of the form of Award Agreement is attached as Exhibit 10.4 to the Form 10-Q for the quarter ended March 31, 2009; each of which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release dated August 7, 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 thereunto duly authorized.
| UNITED COMMUNITY FINANCIAL CORP. | ||
| By: | /s/ Jude J. Nohra | |
| Jude J. Nohra, General Counsel & Secretary | ||
Date: August 10, 2009
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release dated August 7, 2009 |
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