UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 30, 2006
UNITED COMMUNITY BANCORP
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(Exact name of registrant as specified in its charter)
UNITED STATES 0-51800 (APPLIED FOR)
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
92 WALNUT STREET, LAWRENCEBURG, INDIANA 47205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 537-4822
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NOT APPLICABLE
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(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 31, 2006, United Community Bancorp (the "Company") executed
three-year employment agreements with both William F. Ritzmann, President and
Chief Executive Officer of the Company, and Elmer G. McLaughlin, Executive Vice
President, Chief Operating Officer and Corporate Secretary of the Company and a
two-year employment agreement with Vicki A. March, Senior Vice President, Chief
Financial Officer and Treasurer of the Company. The material terms of Company
employment agreements were previously disclosed in the Company's Registration
Statement on Form S-1 (File No. 333-130302) (the "Registration Statement") and a
form of the agreements was filed as Exhibit 10.6 to the Registration Statement.
Additionally, on March 30, 2006, the Company's wholly owned subsidiary,
United Community Bank (the "Bank"), executed amendments to the employment
agreements between the Bank and William F. Ritzmann, President and Chief
Executive Officer of the Bank, Elmer G. McLaughlin, Executive Vice President,
Chief Operating Officer and Corporate Secretary of the Bank, Vicki A. March,
Senior Vice President, Chief Financial Officer and Treasurer of the Bank, and
James W. Kittle, Senior Vice President, Lending of the Bank. The employment
agreements were amended to provide that an event shall be deemed to have
occurred "in connection with a change in control" if such event occurs within in
one year after a change in control. The material terms of the Bank employment
agreements were previously disclosed in the Registration Statement and the
employment agreements, as amended for Messrs. Ritzmann, McLaughlin and Kittle
were previously filed as Exhibits 10.7, 10.8 and 10.9 to the Registration
Statement, respectively.
Also on March 30, 2006, the Bank's employee severance compensation plan
became effective and the Bank established a new supplemental executive
retirement plan ("SERP") and designated William F. Ritzmann and Elmer G.
McLaughlin as initial participants in the SERP. The material terms of the
employee severance compensation plan and SERP were previously disclosed in the
Registration Statement and forms of the plan and the SERP were filed as Exhibits
10.4 and 10.5 to the Registration Statement, respectively.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On March 30, 2006, the Bank completed its mutual holding company
reorganization and the Company completed its initial public offering. In
connection with the reorganization and public offering, the Bank formed United
Community MHC (the "MHC") as a federally chartered mutual holding company and
the Company issued 4,655,200 shares of unregistered common stock, or 55% of the
Company's outstanding shares of common stock, to the MHC. The Company received
from the MHC 100 shares of the Bank's common stock, representing 100% of the
Bank's outstanding common stock, par value $1.00 per share, in exchange for the
common stock of the Company. The shares issued to the MHC were issued pursuant
to the exemption from registration set forth under Section 4(2) of the
Securities Act of 1933, as amended.
ITEM 8.01 OTHER EVENTS
On March 30, 2006, the Company announced that United Community Bank
completed its mutual holding company reorganization and the Company completed
its initial public offering. In connection with the reorganization and public
offering, the Bank formed United Community MHC as a federally chartered mutual
holding company. A total of 3,647,984 shares of common stock, representing 43.1%
of the Company's outstanding shares of common stock, were sold in the offering
at the price of $10.00 per share. In addition, 160,816 shares, representing 1.9%
of the Company's outstanding shares, were contributed to UCB Charitable
Foundation and 4,655,200 shares, representing 55.0% of the Company's outstanding
shares of common stock, were issued to United Community MHC. For more
information, reference is made to the Company's the press release dated March
30, 2006, a copy of which is attached to this report as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Number Description
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99.1 Press Release dated March 30, 2006
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.
UNITED COMMUNITY BANCORP
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(Registrant)
Date: April 4, 2006 By: /s/ William F. Ritzmann
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William F. Ritzmann
President and Chief Executive Officer