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): February 4, 2005
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PROVIDENT FINANCIAL SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-31566 42-1547151
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
830 Bergen Avenue, Jersey City, New Jersey 07306-4599
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 333-1000
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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 (see General Instruction A.2. below):
[ ] 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.
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(c) Effective February 4, 2005, Thomas M. Lyons was appointed First
Vice President and Principal Accounting Officer of The Provident Bank, the
wholly-owned savings bank subsidiary of Provident Financial Services, Inc. (the
"Company"). In this capacity, Mr. Lyons will oversee accounting policy and
financial reporting for the Company. This new position will report to the Chief
Financial Officer, Linda A. Niro.
Mr. Lyons, age 40, joined The Provident Bank in July 2004 as First Vice
President-Finance after the merger of First Sentinel Bancorp, Inc. with and into
the Company and the merger of First Savings Bank with and into The Provident
Bank. He was formerly Executive Vice President and Chief Financial Officer of
First Sentinel Bancorp, Inc. and First Savings Bank since 2003. He was named
Senior Vice President and Chief Financial Officer of First Savings Bank in April
2001 and appointed to the same position at First Sentinel Bancorp, Inc. in
January 2002. Mr. Lyons joined First Savings Bank in September 1999 as Vice
President and Chief Accounting Officer.
The Company entered into a Change in Control Agreement with Mr. Lyons
effective July 14, 2004 with an annual anniversary date of January 15 each year.
That change in control agreement, the form of which was filed as an Exhibit to
the Company's Registration Statement on Form S-1 (Registration No. 333-98241),
provides certain benefits to Mr. Lyons in the event of a change in control of
the Company or The Provident Bank. The agreement is for a term of 24 months.
Commencing on the first anniversary date of the agreement and on each
anniversary date thereafter, the term of the agreement extends for an additional
12 months unless the board of directors of the Company provides notice of
nonrenewal. In the event notice of nonrenewal is provided, the agreement
terminates 24 months following the applicable anniversary date. For the purposes
of the agreement, a "change in control" is defined generally to mean: (i)
approval by stockholders of a plan of reorganization, merger or consolidation of
the Company or The Provident Bank where the Company or The Provident Bank is not
the surviving entity; (ii) changes to the board of directors of the Company or
The Provident Bank whereby individuals who constitute the current board of
directors cease to constitute a majority of the board of directors, subject to
certain exceptions; (iii) the acquisition of all or substantially all of the
assets of the Company or the beneficial ownership of 20% or more of the voting
securities of the Company; or (iv) a complete liquidation or dissolution of the
Company or The Provident Bank or approval by the Company's stockholders of a
plan for such dissolution or liquidation.
Following a change in control of the Company or The Provident Bank, Mr.
Lyons is entitled to a payment if his employment is terminated during the term
of the agreement, other than for cause, disability or retirement, as defined, or
if he terminates employment during the term of such agreement for good reason.
Good reason is generally defined to include the assignment of duties materially
inconsistent with the officer's positions, duties or responsibilities as in
effect prior to the change in control, a reduction in his or her annual
compensation or benefits, or relocation of his or her principal place of
employment by more than 25 miles from its location immediately prior to the
change in control, or a failure of the Company to obtain an assumption of the
agreement by its successor. In the event Mr. Lyons is entitled to receive
severance payments pursuant to the agreement, he will receive a cash payment
equal to two times the highest annualized rate of base salary and other cash
compensation paid to him during the year in which he was terminated or either of
the immediately preceding two calendar years, whichever is greater. In addition
to the severance payment, he would generally be entitled to receive life,
health, dental and disability coverage for the remaining term of the agreement.
Notwithstanding any provision to the contrary in the agreement, payments are
reduced to the extent necessary to prevent an excess parachute payment under
Section 280G of the Internal Revenue Code.
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.
PROVIDENT FINANCIAL SERVICES, INC.
DATE: February 8, 2005 By:/s/ Christopher Martin
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Christopher Martin, President