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: December 2, 2005
FLAGSTAR BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 1-16577 38-3150651
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
5151 CORPORATE DRIVE, TROY, MICHIGAN 48098
(Address of principal executive offices) (Zip Code)
(248) 312-2000
(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:
[ ] 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 November 29, 2005, the Board of Directors of Flagstar Bank (the "Company")
approved the acceleration of vesting of unvested and "out-of-the-money" stock
options previously awarded to members of the Board of Directors, executive
officers and current employees that had exercise prices per share of $19.35 or
higher. The Board of Directors believes that it is in the best interest of the
shareholders to accelerate these options, as it will have a positive effect on
future earnings of the Company by reducing the impact of recording compensation
expense upon the implementation of Financial Accounting Standards No. 123
(revised 2004), " Share-Based Payment" (SFAS 123R).
The following table summarized the options subject to acceleration:
Weighted Average
Aggregate Number of Shares Issuable Under Exercise Price Per
Accelerated Options Share
---------------------------------------- ------------------------------------------- ------------------------
Non-employee Directors 17,500 $19.78
---------------------------------------- ------------------------------------------- ------------------------
Executive Officers as a group 452,496 $21.47
---------------------------------------- ------------------------------------------- ------------------------
Other employees 359,903 $23.13
---------------------------------------- ------------------------------------------- ------------------------
Total 829,899 $22.16
---------------------------------------- ------------------------------------------- ------------------------
The Board of Directors' decision to accelerate the vesting of these options was
in anticipation of compensation expense to be recorded upon the implementation
of SFAS 123R. SFAS 123R will require that compensation costs related to
share-based payment transactions, including the issuance of stock options, be
recognized in the financial statements based on their fair value at grant date.
Flagstar Bank is required to adopt the revised standard in the first quarter of
2006. Currently, the Company accounts for its share-based payment transactions
under the provision of APB 25, which does not necessarily require the
recognition of compensation cost in the consolidated statement of earnings in
the financial statements.
It is estimated that the future compensation expense that would have been
recorded in the consolidated statement of earnings and which will not be
recorded, based on the Company's implementation date for SFAS 123R of January 1,
2006, is approximately $3 million (pre-tax) based on value calculations using
the Black-Scholes methodology. The Company will report the impact of the
acceleration as a fourth quarter event and in its 2005 financial statements as
pro forma footnote disclosures, as permitted under the transition guidance
provided by the Financial Accounting Standards Board.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is being furnished herewith:
Exhibit No. Exhibit Description
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99.1 Press release of Flagstar Bancorp, Inc. dated December 2, 2005.
SIGNATURE
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.
FLAGSTAR BANCORP, INC.
Dated: December 2, 2005 By: /s/ Paul D. Borja
------------------------------
Paul D. Borja
Executive Vice President, Chief
Financial Officer
2
EXHIBIT INDEX
Exhibit No. Exhibit Description
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99.1 Press release of Flagstar Bancorp, Inc. dated December 2, 2005.