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) January 19, 2005
Premier Financial Bancorp, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Kentucky
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(State or Other Jurisdiction of Incorporation)
0-20908 61-1206757
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(Commission File No.) (IRS Employer Identification No.)
2883 Fifth Avenue Huntington, West Virginia 25702
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(Address of principal executive offices) (Zip Code)
(304) 525-1600
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changes 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 communication pursant 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 pursant 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry into a Material Definitive Agreement
At a regular meeting of the board of directors of Premier Financial
Bancorp, Inc. ("Premier"), a Kentucky corporation and bank holding company, held
January 19, 2005, the board of directors, acting pursuant to the recommendation
of its compensation committee, approved the grant of incentive stock options to
the following executive officers in the amounts set forth opposite their name:
Number of Shares
Officer Title Subject to Option
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Robert W. Walker President and 5,000
Chief Executive Officer
Brien M. Chase Vice President and 2,500
Chief Financial Officer
Jeanne D. Hubbard Vice President - 2,500
Director of Risk Management
Dennis J. Klingensmith Vice President 3,000
The options vest and become exercisable in 3 equal annual installments at
each of January 19, 2006, 2007 and 2008, and expire 10 years from date of grant.
The option exercise price is $11.62. All grants were made pursuant to Premier's
2002 Employee Stock Ownership Incentive Plan, which is incorporated herein by
reference to Premier's Form 10-K for the year ended December 31, 2003 and
pursuant to form of stock option agreement.
The form of stock option agreement is attached as Exhibit 10.1 to this
Current Report.
Item 9.01. Financial Statements and Exhibits
(c) Exhibit 10.1 - The exhibits listed on the Exhibit Index on page 3 of
this Form 8-K are filed herewith.
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.
PREMIER FINANCIAL BANCORP, INC.
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(Registrant)
/s/ Brien M. Chase
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Date: January 24, 2005 Brien M. Chase, Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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10.1 Form of Stock Option Agreement pursuant
to Premier Financial Bancorp, Inc. 2002
Employee Stock Ownership Incentive Plan.