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 30, 2009
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 001-14237 88-0244792
(State of incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
730 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
(212) 599-8000
(Registrant's telephone number, including area code)
(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 Departure of Directors or Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On December 30, 2009, the Executive Compensation and Stock Option Committee
(the "Committee") of the Board of Directors of Financial Federal Corporation
(the "Company"), in anticipation of the pending merger (the "Merger") of the
Company with People's United Financial, Inc. ("People's United"), accelerated
the vesting of 1,289,207 restricted shares of the Company's common stock
("Restricted Stock") held by executive officers of the Company, including
Restricted Stock held by the Company's principal executive officer, principal
financial officer and other named executive officers as follows:
===========================================================================================
Number of Shares of Market Value on the
Name Title Restricted Stock Vesting Date (1)
===========================================================================================
Paul R. Sinsheimer President, Chief Executive 440,835 $12,140,596
Officer and Chairman
Steven F. Groth Senior Vice President and 129,812 $3,575,022
Chief Financial Officer
John V. Golio Executive Vice President 160,562 $4,421,877
James H. Mayes, Jr. Executive Vice President 206,875 $5,697,338
Troy H. Geisser Senior Vice President and 151,750 $4,179,195
Secretary
===========================================================================================
(1) Calculated by multiplying the number of shares by $27.54; the closing price
of the Company's common stock on the vesting date.
The Restricted Stock was granted to the executive officers pursuant to
awards made at various times under the Company's (i) Amended and Restated 1998
Stock Option/Restricted Stock Plan (ii) 2006 Stock Incentive Plan or (iii)
Amended and Restated 2001 Management Incentive Plan, and was subject to vesting
based on either or both (i) the continued service of the executive officer until
a specified date or dates (a "service-based condition") and (ii) the achievement
of an established performance objective (a "performance-based condition").
Under the original terms of these awards, all of the awards would have vested
immediately before the closing of the Merger, without regard to the satisfaction
of the applicable service-based or performance-based conditions.
The Committee took this action to eliminate (i) the excise tax the executive
officers may have incurred on payments they are entitled to receive in
connection with the Merger considered excess parachute payments under section
280G of the Internal Revenue Code and (ii) the corresponding "gross-up" payments
People's United may have incurred to the executive officers under the employment
arrangements the executive officers entered into with People's United that would
take effect at the closing of the Merger. People's United consented to the
accelerated vesting of the Restricted Stock.
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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.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Steven F. Groth
-------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
January 4, 2010
---------------
(Date)
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