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 17, 2004
CENTRAL FEDERAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-25045 34-1877137
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
2923 Smith Road, Fairlawn, Ohio 44333 (330) 666-7979
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(Address of principal executive offices) (Zip Code) (Registrant's
Telephone Number)
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(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
(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-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. APPOINTMENT OF PRINCIPAL OFFICERS; DEPARTURE OF PRINCIPAL OFFICERS
On December 17, 2004, the registrant issued a press release announcing that Mark
S. Allio had been named Vice Chairman, President and CEO of Central Federal
Corporation and Vice Chairman and CEO of CFBank effective February 1, 2005.
Refer to a copy of the press release, included as Exhibit 99.1 to this Current
Report on Form 8-K for information regarding Mr. Allio's business experience.
Mr. Allio does not hold directorships in any other reporting companies nor does
he have any family relationships with other directors or executive officers of
the Company. During the last two years, neither Mr. Allio nor any member of his
immediate family has had, or is to have any direct or indirect material interest
in any transactions or proposed transactions with the Company.
David C. Vernon, current Chairman, President and CEO of Central Federal
Corporation and Chairman and CEO of CFBank, will remain Chairman of the Board of
the Corporation and CFBank for another year, until December 31, 2005, at which
time he will become Vice Chairman of the Corporation and Bank, and Mr. Allio
will assume the position of Chairman. Mr. Vernon will remain Vice Chairman until
his expected retirement date in February 2008. At that time Mr. Vernon will be
named Chairman Emeritus and remain a Director of the Corporation and CFBank.
A copy of the press release is included as Exhibit 99.1 to this Current Report
on Form 8-K.
ITEM 8.01. OTHER EVENTS
On December 17, 2004, the registrant issued a press release announcing that its
Board of Directors declared a cash dividend of 9 cents per share on its common
stock to be paid on January 14, 2005 to shareholders of record on January 3,
2005.
A copy of the press release is included as Exhibit 99.2 to this Current Report
on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press release issued on December 17, 2004 announcing change in
principal officers
99.2 Press release issued on December 17, 2004 announcing dividends
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.
Central Federal Corporation
Date: December 17, 2004 By: /s/ Therese Ann Liutkus
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Therese Ann Liutkus, CPA
Treasurer and Chief
Financial Officer