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 11, 2005
CENTRAL FEDERAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-25045 34-1877137
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification Number)
2923 Smith Road, Fairlawn, Ohio 44333 (330) 666-7979
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(Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number)
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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 11, 2005, the registrant issued a press release announcing financial
performance for the year ended December 31, 2004. A copy of the press release is
included as Exhibit 99 to this report.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See item 8.01 below.
ITEM 8.01 OTHER EVENTS
On February 11, 2005, the registrant issued a press release announcing that the
Company's Board of Directors revised the ratio of the reverse stock split to
1-to-325 shares. The ratio was revised in order to reduce the aggregate cost of
repurchasing shares, which had risen dramatically due to the significant numbers
of individuals who had purchased share lots in quantities of 499 or fewer shares
during the past months. The transaction is subject to stockholder approval and
will be considered at a special meeting of stockholders scheduled to be held on
March 14, 2005. The transaction also is described in the proxy statement for the
meeting, which was filed with the SEC and mailed to stockholders on February 11,
2005. A copy of the press release is included as Exhibit 99 to this report.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99 Press release issued on February 11, 2005 announcing (i)
financial performance for the year ended December 31, 2004 and
(ii) update on the reverse stock split ratio
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.
Central Federal Corporation
Date: February 11, 2005 By: /s/ Therese Ann Liutkus
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Therese Ann Liutkus, CPA
Treasurer and Chief Financial Officer