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) March 20, 2008
Origen Financial, Inc.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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000-50721
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20-0145649 |
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| State of Incorporation
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(Commission File Number)
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(I.R.S. Employer |
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Identification No.) |
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| 27777 Franklin Road, Suite 1700, Southfield, Michigan
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48034 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (248) 746-7000
(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):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) Effective as of March 20, 2008, Origen Financial, Inc. entered into a letter agreement with
Benton E. Sergi, Origen’s Senior Vice President of Operations. The following brief description of
the agreement is qualified in its entirety by reference to the full text of the agreement, a copy
of which is attached as Exhibit 10.1.
Under the agreement, Mr. Sergi will be paid a retention bonus equal to $215,250 (the amount of
his current base salary) if (1) he remains employed by Origen or a successor of Origen for twelve
months from the date of the agreement, or (2) if during such twelve-month period his employment is
terminated by Origen for any reason other than insubordination, incompetency or dishonesty, and he
is not offered employment by a successor to Origen. If payable, the retention bonus will be paid in
accordance with Origen’s payroll schedule over the course of one year.
Origen entered into the agreement with Mr. Sergi and similar agreements with other key
employees to maximize stockholder value by providing for continuity and stability of management
before, during and after a possible sale of Origen and to provide Mr. Sergi and such other
employees with fair and reasonable protection from the risks presented by the possibility of a sale
of Origen. These considerations are of particular importance given the current conditions in the
credit markets described in Origen’s recently filed Annual Report on Form 10-K for the year ended
December 31, 2007. Among other things, these conditions recently have caused Origen to suspend
originating manufactured housing loans for its own account, decrease its workforce by 16% and
consider various strategic alternatives to satisfy its obligations to repay approximately $46
million under a credit facility that matures on June 13, 2008.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
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| Exhibit No. |
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Description |
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Furnished Herewith |
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10.1
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Letter agreement dated
March 20, 2008 between
Origen Financial, Inc. and
Benton E. Sergi*
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Management contract or compensatory plan or arrangement. |