FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, DC 20429
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):
January 11, 2017 (January 6, 2017)
OPUS BANK
(Exact name of registrant as specified in its charter)
California
33-0564430
(State or other jurisdiction
of incorporation)
(IRS Employer
Identification No.)
19900 MacArthur Blvd.,
12th Floor
Irvine, CA 92612
(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (949) 250-9800
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 communication 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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 6, 2017, Michael L. Allison resigned as Co-President of Opus Bank (the "Bank"), President
of the Commercial Bank and as a director of the Bank, effective as of December 31, 2016.
As of the effective date of his resignation, Mr. Allison’s employment agreement, dated as of August 29,
2012, as amended (the “Employment Agreement”), was terminated. Mr. Allison has been paid all
amounts of salary and other compensation or expense reimbursement due to him under the terms of the
Employment Agreement and the Bank has no continuing obligations to Mr. Allison under the terms of
the Employment Agreement.
On January 6, 2017, the Bank and Mr. Allison entered into a consulting agreement, which was effective
as of January 1, 2017. The consulting agreement is for a term of eighteen (18) months, subject to
renewal or earlier termination by the parties. Pursuant to the terms of the consulting agreement,
Mr. Allison has agreed to provide consulting services to the Bank related to certain corporate, credit and
regulatory matters. In consideration for the services rendered by Mr. Allison to the Bank, the Bank has
agreed to pay Mr. Allison $30,000 per month during the term of the agreement, provided that if at any
time during the consultation period Mr. Allison obtains employment or enters into any agreement to
provide other consulting services with a financial institution or other competitor of the Bank, without the
Bank’s prior written approval, then no additional consulting fees will be paid. Pursuant to the terms of
the consulting agreement, Mr. Allison may obtain employment or provide consulting services to any
other employer that is not a financial institution or competitor of the Bank and continue to receive the
consulting fees under the consulting agreement, provided that Mr. Allison is able to and continues to
provide the consulting services to the Bank as required under the consulting agreement. Pursuant to and
during the term of the consulting agreement, Mr. Allison’s grants of restricted stock and options to
acquire Bank common stock will continue to vest in accordance with their terms.
The foregoing summary of the consulting agreement is qualified in its entirety by the full text of the
consulting agreement, which will be filed with the Bank’s Annual Report on Form 10-K for the year
ended December 31, 2016.
Item 7.01
Regulation FD Disclosure
On January 11, 2017, the Bank issued a press release announcing the resignation of Mr. Allison from all
positions with the Bank. A copy of the January 11, 2017 press release is included as Exhibit 99.1
hereto.
The information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including
the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed
incorporated by reference in any registration statement or other filings of the Bank with the Federal
Deposit Insurance Corporation, except as shall be set forth by specific reference in such filing.
Item 9.01
(d) Exhibits.
Exhibit No.
99.1
Financial Statements and Exhibits.
Description
Press Release, dated January 11, 2017
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, thereunto duly authorized.
Dated: January 11, 2017
Opus Bank
By:
/s/ Donald E. Royer
Name: Donald E. Royer
Title: Senior Executive Vice President and
General Counsel
Exhibit No. 99.1
Press Release, dated January 11, 2017, titled “Opus Bank Announces Michael L. Allison Has
Resigned From His Positions with the Bank”
OPUS BANK ANNOUNCES MICHAEL L. ALLISON HAS RESIGNED FROM HIS POSITIONS
WITH THE BANK
IRVINE, Calif. – January 11, 2017 – Opus Bank (“Opus” or the “Bank”) (NASDAQ: OPB)
announced today that Michael L. Allison, Director, Co-President and President of the
Commercial Bank has resigned from his positions with Opus and will continue as a consultant.
Mr. Allison first joined Opus as Executive Vice President and Chief Credit Officer in August
2011, was appointed Co-President of Opus in March 2013, and President of the Commercial
Banking division in June 2013. Opus Bank thanks Mr. Allison for his years of service to the
Bank.
About Opus Bank
Opus Bank is an FDIC-insured California-chartered commercial bank with $7.7 billion of total
assets, $6.3 billion of total loans and $6.5 billion in total deposits as of September 30, 2016.
Opus Bank provides superior ideas and solutions, and banking products to its clients through its
Retail Bank, Commercial Bank, Merchant Bank and Correspondent Bank. Opus Bank offers a
suite of treasury and cash management and depository solutions and a wide range of loan
products, including commercial, healthcare, media and entertainment, corporate finance,
multifamily residential, commercial real estate and structured finance, and is an SBA preferred
lender. Opus Bank offers commercial escrow services and facilitates 1031 Exchange
transactions through its Escrow and Exchange divisions. Opus Bank provides clients with
financial and advisory services related to raising equity capital, targeted acquisition and
divestiture strategies, general mergers and acquisitions, debt and equity financing, balance
sheet restructuring, valuation, strategy and performance improvement through its Merchant
Banking Division and its broker-dealer subsidiary, Opus Financial Partners, LLC. Opus Bank’s
subsidiary, PENSCO Trust Company, is a leading tech-enabled alternative asset IRA custodian
with over $12 billion of custodial assets and over 48,000 client accounts, which are comprised of
self-directed investors, financial institutions, capital raisers and financial advisors. Opus Bank
operates 56 banking offices, including 32 in California, 21 in the Seattle/Puget Sound region in
Washington, two in the Phoenix metropolitan area of Arizona and one in Portland, Oregon.
Opus Bank is an Equal Housing Lender. For additional information about Opus Bank, please
visit our website: www.opusbank.com.
Forward-Looking Statements
This release may include forward-looking statements related to Opus’ plans, beliefs and goals,
which involve certain risks, and uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. The forward-looking information presented in this
press release is not a guarantee of future events, and actual events may differ materially from
those made in or suggested by the forward-looking information contained in this press release.
Forward-looking statements generally can be identified by the use of forward-looking
terminology such as “intend” or “expect” or variations thereon or similar terminology. All such
statements speak only as of the date made, and Opus undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise.
Contact:
Mr. Jeff L. Leonard
SVP, Dir. of Corporate Strategy/Communications
Telephone: (949) 251-8146
Source: Opus Bank