Published: October 05, 2005
CFS Bancorp, Inc. Announces Acceleration of Stock Option Vesting
CFS Bancorp, Inc. (NASDAQ: CITZ) (the
"Company") announced today that the Compensation Committee of the Board of
Directors approved the accelerated vesting of all currently outstanding
unvested stock options ("Options") to purchase shares of common stock of
CFS Bancorp, Inc. These Options were previously awarded to directors,
officers and employees under its 1998 and 2003 Stock Option Plans. By
accelerating the vesting of these Options, the Company estimates that
approximately $1.7 million of future compensation expense, net of taxes,
will be eliminated.
Options to purchase 622,705 shares of the Company's common stock, which
would otherwise have vested from time to time over the next five years,
became immediately exercisable as a result of the Compensation Committee's
actions. The number of shares and exercise prices of the Options subject
to the acceleration are unchanged. The remaining terms for each of the
Options granted remain the same. The acceleration is effective as of
September 30, 2005. The Company will seek consent from option holders of
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, if the acceleration would have the effect
of changing the status of the option for federal income tax purposes from
an incentive stock option to a non-qualified stock option.
The accelerated Options included 209,445 Options held by executive officers
as identified in the Company's March 25, 2005 proxy statement, 90,800
Options held by non-employee directors and 322,460 Options held by other
employees. Based on the Company's closing stock price of $13.40 per share
on the date of accelerated vesting, 95% of the total accelerated Options
have exercise prices above the closing market price at the time of
acceleration. All of the accelerated Options have exercise prices between
$10.38 and $14.76 per share, with a total weighted average exercise price
per share of $13.82.
The decision to accelerate the vesting of these Options, which the Company
believes is in the best interests of its stockholders, was made primarily
to reduce non-cash compensation expense that would have been recorded in
its income statement in future periods upon the adoption of Financial
Accounting Standards Board Statement No. 123R (Share-Based Payment) in
January 2006. Assuming that no holders of incentive stock options withhold
consent for the acceleration, the Company estimates that approximately $1.7
million of future compensation expense, net of taxes, will be eliminated as
a result of the acceleration of vesting. Should any of the option holders
withhold consent for the vesting acceleration, then the Company would incur
future expense associated with those Options over the remainder of the
Options' original vesting schedule as of January 1, 2006 and the current
estimated expense elimination for the Company would be reduced. Since the
Company currently accounts for its stock options in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees ("APB No. 25"), it will report compensation expense related to
the affected options for disclosure purposes only in its third quarter 2005
financial statements.
CFS Bancorp, Inc. is the parent of Citizens Financial Services, FSB, a $1.3
billion asset federal savings bank. Citizens Financial Services provides
community banking services and currently operates 22 offices throughout
adjoining markets in Chicago's Southland and Northwest Indiana. The
Company maintains a website at www.cfsbancorp.com.
This press release contains certain forward-looking statements and
information relating to the Company that is based on the beliefs of
management as well as assumptions made by and information currently
available to management. These forward-looking statements include but are
not limited to statements regarding option expense, vesting and income
levels. In addition, the words "anticipate," "believe," "estimate,"
"expect," "indicate," "intend," "should," and similar expressions, or the
negative thereof, as they relate to the Company or the Company's
management, are intended to identify forward-looking statements. Such
statements reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions.
One or more of these risks may vary materially from those described herein
as anticipated, believed, estimated, expected or intended. The Company
does not intend to update these forward-looking statements.
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