form_8k.htm
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
July
23, 2009
Date of
Report (Date of earliest event reported)
__________________________________
UNITY
BANCORP, INC.
(Exact
Name of Registrant as Specified in its Charter)
New
Jersey
(State or
Other Jurisdiction of Incorporation)
1-12431
(Commission
File Number)
22-3282551
(IRS Employer
Identification No.)
64 Old
Highway 22
Clinton, NJ
08809
(Address
of Principal Executive Office)
(908)
730-7630
(Registrant's
Telephone Number, Including Area Code)
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Unity
Bancorp, the holding company for Unity Bank, announced today the appointment of
Mr. David Hensley as its acting Chief Lending Officer. Mr. Hensley
has been employed by Unity since November 2005. Mr. Hensley has over 39
years in the financial services industry, including positions of President and
Chief Operating Officer of Phillipsburg National Bank, Executive Vice President
of Twin Rivers Community Bank, and Regional Senior Vice President of Commercial
Lending for United Trust Bank. Mr. Hensley, has served as Senior Vice
President of Commercial Lending. Mr. Hensley will now assume
responsibility for both commercial and SBA lending.
Mr.
Michael Downes, who was previously the Company’s Chief Lending Officer, will
remain with the Company. Mr. Downes’ primary responsibility will be
the ongoing maintenance and monitoring of our existing loan portfolio.
Last year, Unity exited the National SBA market and has decided to limit
SBA lending to its primary trade areas. Mr. Downes, who has
extensive SBA experience, will continue to administer the SBA
program.
Name and Position
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Age
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Principal Occupation for the Past Five
Years
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Officer Since
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Term Expires
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David
Hensley
Senior
Vice President and Chief Lending Officer
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62
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Senior
Vice President of the Registrant; previously, President of Phillipsburg
National Bank.
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2005
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N/A(1)
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(1) Under
New Jersey law, officers serve at the pleasure of the Board of Directors, and do
not have set terms.
There are
no arrangements or understandings between Mr. Hensley and any other persons
pursuant to which Mr. Hensley was selected as acting Chief Lending Officer. Mr.
Hensley has no family relationship with any other director or executive officer
of the Registrant, nor with any person nominated or chosen to serve as a
director or executive officer of the Registrant.
There are
no “related party transactions” between Mr. Hensley and the Company or the Bank
which require disclosure.
Other
than as described below, there are no material plans, contracts or other
arrangements (or amendments thereto) to which Mr. Hensley is a party, or in
which he participates, that was entered into or amended, in connection with Mr.
Hensley being appointed as acting Senior Vice President and Chief Lending
Officer. Mr. Hensley is currently subject to a change in control agreement with
the Company pursuant to which he would receive six (6) month’s worth of his
current base salary upon the occurrence of a change in control of the Company
followed by certain adverse employment actions taken by the Company or its
successor. However, the Company is a participant in the U.S. Treasury’s Capital
Purchase Program (“CPP”), and as such, must comply with Treasury Department
regulations governing executive compensation of companies participating in the
CPP. Mr. Hensley will therefore waive those provisions of his change in control
agreement which are prohibited by such Treasury regulations for so long as they
are so prohibited. The form of waiver to be signed by Mr. Hensley is the same as
that previously signed by the Company’s other executive officers, which was
filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the
SEC on March 19, 2009.
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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UNITY
BANCORP, INC.
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Date: July
23, 2009
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By:
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/s/ Alan J. Bedner,
Jr. |
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Alan
J. Bedner, Jr.
EVP
and Chief Financial Officer
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