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
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Date of Report
(Date of earliest event reported)
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August 31, 2006 |
Centrue Financial Corporation
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-15025
(Commission File Number)
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36-3846489
(I.R.S. Employer Identification Number) |
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303 Fountains Parkway, Fairview Heights, Illinois
(Address of principal executive offices)
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62208
(Zip Code) |
(618)
624-1323
(Registrants telephone number, including area code)
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 (see General
Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events
As previously disclosed, Centrue Financial Corporation, (the Company) adopted Statement of
Financial Accounting Standards No. 123R, Share-Based Payment (Statement 123R) effective January
1, 2006. Statement 123R requires that the grant date fair value of equity awards to employees be
recognized as a compensation expense over the period during which an employee is required to
provide service in exchange for such awards. To enhance the comparability of current and prior
period financial information, the Company elected to adopt Statement 123R using modified
retrospective application, which permits the restatement of prior period financial information
based on amounts previously included in pro forma disclosures for those periods required prior to
the adoption of Statement 123R under Statement of Financial accounting Standards No. 123,
Accounting for Stock-Based Compensation (Statement 123). The Company previously accounted for
share-based payments to employees under Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, using the intrinsic value method, which provided that no
compensation expense was recognized for an employee stock option if the exercise price of the
option equaled the market price of the underlying stock on the date of grant. Accordingly, prior to
the adoption of Statement 123R, no compensation expense was recognized by the Company for its
employee stock options.
The Company is filing Exhibits 99.1, 99.2 and 99.3 to this Current Report on Form 8-K the
information included in Items 6, 7 and 8 of its Annual Report on Form 10-K for the year ended
December 31, 2005 to show the effects on prior periods of the adoption of Statement 123R using
modified retrospective application. The restated results are consistent with the Companys
previously reported pro forma disclosures required under Statement 123. Except as specifically set
forth in the exhibits to this Current Report, the information in the exhibits does not reflect any
other events or developments occurring after December 31, 2005.
Item 9.01. Financial Statements and Exhibits
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23.1 |
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Consent of McGladrey & Pullen LLP
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99.1 |
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Item 6 Selected Financial Data |
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99.2 |
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Item 7 Managements Discussion and Analysis of Financial
Condition and Results of Operations |
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99.3 |
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Item 8 Financial Statements and Supplementary Data |