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): December 13, 2005
FINANCIAL FEDERAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 1-12006 88-0244792
(State of incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
733 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
(212) 599-8000
(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 December 13, 2005, the Board of Directors approved the
following increases in non-employee director compensation. The
annual stipend, payable upon the directors' election to the Board
by the stockholders after the annual meeting of stockholders each
year, increased to $45,000 from $35,000. The annual stipend is
prorated if a director joins the Board during the year. The
additional annual stipend to the Chairs of the Board's Committees
increased as follows; Audit Committee Chair to $10,000 from $5,000,
Executive Compensation and Stock Option Committee Chair to $6,000
from $3,000 and Corporate Governance and Nominating Committee Chair
to $4,000 from $2,000. The additional stipend for each Board and
Committee meeting attended remained at $1,000. Directors are also
reimbursed for reasonable expenses incurred to attend Board and
Committee meetings.
There is no formal policy of granting stock options or
restricted stock to directors but the Board may make discretionary
grants. Current directors were each granted 5,000 non-qualified
stock options shortly after joining the Board as a non-employee
director.
On December 13, 2005, the Board also approved a director
emeritus annual stipend of $35,000 payable upon recommendation by
the Board after the Annual Meeting of Stockholders each year. The
Board first appointed a director emeritus on December 13, 2005. A
director emeritus does not receive a stipend for attending Board or
Committee meetings.
Item 8.01 Other Events
------------
On December 15, 2005, Financial Federal Corporation issued a
press release (Exhibit 99.1) announcing its Board of Directors
declared a quarterly dividend of $0.15 per share of common stock on
a pre-split basis and declared a 3-for-2 stock split to be effected
in the form of a stock dividend. The quarterly dividend is 50%
higher than the previous quarter's dividend of $0.10 per share. The
cash dividend and stock dividend are payable on January 31, 2006 to
stockholders of record on January 5, 2006.
Item 9.01 Financial Statements and Exhibits
---------------------------------
(d) Exhibits:
Exhibit No. Description of Exhibit
----------- ------------------------------------------------
99.1 Press Release dated December 15, 2005 announcing
quarterly dividend and stock split
2
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.
FINANCIAL FEDERAL CORPORATION
(Registrant)
By: /s/ Steven F. Groth
-----------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
December 19, 2005
-----------------
(Date)
3