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 20,
2005
First Commonwealth Financial
Corporation
(Exact name of registrant as
specified in its charter)
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Pennsylvania |
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0-11242 |
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25-1428528 |
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(State or other
jurisdiction |
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(Commission |
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(IRS Employer |
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22 N. Sixth Street, Indiana, PA |
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15701 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant's telephone number, including area code: (724)
349-7220
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 communication 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
1.01 Entry into a
Material Definitive Agreement
On
December 20, 2005, First Commonwealth Financial Corporation entered into a
Separation and Release Agreement with E. James Trimarchi, Chairman of the Board
of Directors of First Commonwealth.
Under the terms of the Separation and Release Agreement, First
Commonwealth has agreed to make severance payments to Mr. Trimarchi at the rate
of his current base salary in fifty-two biweekly installments for the two years
following his retirement and to continue to provide lifetime medical insurance
coverage for Mr. Trimarchi and his spouse.
In exchange, Mr. Trimarchi released First Commonwealth, its
subsidiaries, and each of their respective officers, directors, employees and
agents from all liabilities associated with Mr. Trimarchi's employment by First
Commonwealth and made certain covenants to ensure a smooth transition to his
successor. A copy of the Separation and
Release Agreement is filed with this Form 8-K as Exhibit 10.1 and is
incorporated herein by reference.
Item
5.02 Departure of
Directors or Principal Officers; Election of Directors; Appointment of
Principal
Officers
E. James
Trimarchi, Chairman of the Board of Directors of First Commonwealth, retired
from all capacities with First Commonwealth and its subsidiaries, including as
Chairman of the Board and as a member of the Board of Directors of First
Commonwealth. His retirement was
effective as of the close of business on December 20, 2005. Under the Corporation's existing succession
plan, Joseph E. O'Dell, current President and Chief Executive Officer of First
Commonwealth, will assume the additional duties of the Chairman until the Board
of Directors names a permanent successor.
The Board of Directors of First Commonwealth is expected to appoint a
new Chairman at its regular meeting in January 2006.
Item
9.01 Financial
Statements and Exhibits
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(c) Exhibits |
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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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Dated: December 22, 2005 |
FIRST COMMONWEALTH
FINANCIAL CORPORATION |