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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MAY 6, 2005
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EMPIRE FINANCIAL HOLDING COMPANY
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(Exact Name of Registrant as Specified in its Charter)
FLORIDA 001-31292 56-3627212
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation Identification No.)
2170 WEST STATE ROAD 434, SUITE 100, LONGWOOD, FLORIDA 32779
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(Address of Principal Executive Office)
Registrant's Telephone Number, Including Area Code: (407) 774-1300
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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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective May 16, 2005, Rodger E. Rees was elected as our Chief
Financial Officer by our Board of Directors, replacing Patrick E. Rodgers.
Mr. Rees was elected as the Chief Operating Officer of Empire
Financial Group, Inc. and Empire Investments, Inc., two of our wholly-owned
subsidiaries, in February 2005. From July 2001 through February 2005, Mr. Rees
served as the director of independent broker dealer services for Empire
Financial Group, Inc. From February 1995 through July 2001, Mr. Rees was
President and Chief Operating Officer of Centennial Capital Holdings, Inc. (a
financial services company). Mr. Rees is a licensed certified public accountant
in the State of Georgia.
ITEM 8.01 OTHER EVENTS.
On May 6, 2005, we issued a notice to our shareholders that we sought
and obtained from the American Stock Exchange a waiver of the shareholder
approval requirement contained in Section 713 of the AMEX Company Guide in
connection with the potential issuance of our common stock, pursuant to the
terms of the convertible preferred stock and stock option that may be issued by
us as contemplated by the previously announced stock purchase agreement, dated
March 8, 2005, between EFH Partners, Inc. and us. A copy of this notice is
furnished with this Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
On May 20, 2005, we issued a press release announcing the Company's
unaudited results for the three months ended March 31, 2005 and the election of
Rodger E. Rees as our Chief Financial Officer. A copy of the press release is
furnished with this Form 8-K as Exhibit 99.2 and is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits.
Exhibit 99.1 - Notice to the Shareholders of Empire Financial
Holding Company, dated May 6, 2005.
Exhibit 99.2 - Press Release of Empire Financial Holding
Company, dated May 20, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
EMPIRE FINANCIAL HOLDING COMPANY
Date: May 20, 2005 By: /s/ Donald A. Wojnowski Jr.
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Donald A. Wojnowski Jr.
President
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INDEX TO EXHIBITS
Exhibit No. Exhibit Title
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99.1 Notice to the Shareholders of Empire Financial Holding
Company, dated May 6, 2005.
99.2 Press Release of Empire Financial Holding Company, dated
May 20, 2005.
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