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 28, 2008
CASS INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Missouri | 2-80070 | 43-1265338 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 13001 Hollenberg Drive Bridgeton, Missouri |
63044 | |
| (Address of principal executive offices) | (Zip Code) |
(314) 506-5500
(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. |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 28, 2008, Lawrence A. Collett, Chairman and Chief Executive Officer of Cass Information Systems, Inc. (the “Company”), announced to the Company’s Board of Directors that he will retire from his position as the Company’s Chief Executive Officer, effective July 2008. Mr. Collett has served as the Company’s Chief Executive Officer since 1990 and as Chairman of the Board of Directors since 1992. He will retain his position as Chairman.
Also on February 28, 2008, in connection with Mr. Collett’s retirement, the Company’s Board of Directors appointed Eric H. Brunngraber to succeed Mr. Collett as the Company’s Chief Executive Officer. As Chief Executive Officer, Mr. Brunngraber will serve as the Company’s principal executive officer. He will begin serving in this position in July 2008, effective with Mr. Collett’s retirement.
Mr. Brunngraber, 51, has been a director of the Company since 2003. He currently serves as the Company’s President and Chief Operating Officer and has served in these positions since May 2006. From 1997 to May 2006, Mr. Brunngraber served as Chief Financial Officer of the Company. He has held numerous positions with the Company since his employment began in 1979, including Executive Vice President-Secretary of Cass Commercial Bank, the Company’s bank subsidiary. Mr. Brunngraber has been active in various civic, charitable, professional and church-related organizations in the St. Louis, Missouri area.
On March 4, 2008, the Company issued a press release announcing the retirement of Mr. Collett as the Company’s Chief Executive Officer and the appointment of Mr. Brunngraber to fill this position. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 8.01. | Other Events. |
On February 28, 2008, the Company issued a press release announcing the appointment of Robert J. Mathias as president of Cass Commercial Bank, the Company’s bank subsidiary. A copy of this press release is filed as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release issued by Cass Information Systems, Inc. dated March 4, 2008. | |
| 99.2 |
Press release issued by Cass Information Systems, Inc. dated February 28, 2008. | |
2
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.
Dated: March 4, 2008
| CASS INFORMATION SYSTEMS, INC. | ||
| By: | /s/ Lawrence A. Collett | |
| Name: | Lawrence A. Collett | |
| Title: | Chairman and Chief Executive Officer | |
| By: | /s/ P. Stephen Appelbaum | |
| P. Stephen Appelbaum | ||
| Title: | Chief Financial Officer | |
3
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press release issued by Cass Information Systems, Inc. dated March 4, 2008. | |
| 99.2 |
Press release issued by Cass Information Systems, Inc. dated February 28, 2008. | |
4
Exhibit 99.1
| NEWS RELEASE | March 4, 2008 |
For more information, contact Kenn Entringer at 314/721-2828.
Cass Information Systems, Inc. Promotes
Brunngraber to Chief Executive Officer
ST. LOUIS – Eric H. Brunngraber has been promoted to chief executive officer (CEO) of Cass Information Systems, Inc. (NASDAQ: CASS), the nation’s leading provider of transportation, utility and telecom invoice payment and information services. Brunngraber will occupy the new post this July, succeeding Lawrence A. Collett, who announced his retirement as Cass CEO. Collett will retain his position as chairman of the board.
Brunngraber, 51, was named president and chief operating officer of the company in 2006. He joined Cass in 1979 and previously served in a number of executive capacities, including chief financial officer.
“Speaking on behalf of the board of directors, as my responsibilities with the company gradually wind down, we are grateful to have an individual of Eric’s ability and experience groomed to step in to assure a smooth transition,” said Collett, who is marking his 43rd year with the firm. Collett has served as Cass CEO since 1990 and its chairman since 1992.
Brunngraber holds a bachelor’s degree in finance from the University of Missouri-St. Louis, a master’s degree in business administration from St. Louis University and is a graduate of The Stonier Graduate School of Banking.
He is a member of several professional and civic organizations.
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Cass Information Systems, Inc. Promotes Brunngraber to Chief Executive Officer 3/4/08
Add One
Cass Information Systems is the leading provider of transportation, utility and telecom invoice payment and information services. The company, which has been involved in the payables services and information support business since 1956, disburses over $22 billion annually on behalf of customers from processing centers in St. Louis, Mo., Columbus, Ohio, Boston, Mass., Greenville, S.C. and Wellington, Kansas. The support of Cass Commercial Bank, founded in 1906, makes Cass Information Systems unique in the industry. Cass is part of the Russell 2000® Index.
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| Editor’s note: | Eric Brunngraber is a resident of Des Peres, Mo. 63131. |
| Cass Information Systems, Inc. makes its headquarters at 13001 Hollenberg Dr. in Bridgeton, Mo. 63044. |
Exhibit 99.2
| NEWS RELEASE | February 28, 2008 |
For more information, contact Kenn Entringer at 314/721-2828.
Mathias New President of Cass Commercial Bank
ST. LOUIS – The board of directors of Cass Commercial Bank has named Robert J. Mathias president. The entity is the commercial banking subsidiary of Cass Information Systems, Inc., (NASDAQ: CASS), the nation’s leading provider of transportation, utility and telecom invoice payment and information services.
Mathias, 55, joins Cass Bank after eight years as a senior banker in the St. Louis loan production office of LaSalle Bank. He will also become secretary of the Cass Information Systems board of directors.
The appointment of Mathias will enable John J. Vallina, Cass Bank vice chairman, to gradually transition his day-to-day responsibilities prior to his retirement this spring. Vallina joined Cass Bank in 1992 and was named vice chairman in 2003.
Throughout his 34-year banking career, Mathias has been affiliated with major financial institutions in metro St. Louis.
Currently, Mathias is on the board of directors of Bush O’Donnell & Co., Nernix Hall High School and St. Joseph Institute for the Deaf.
He earned his bachelor’s degree in finance from the University of Illinois-Champaign and a master’s degree in business administration from St. Louis University.
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Mathias New President of Cass Commercial Bank – Add One 2/28/08
Founded in 1906, Cass Commercial Bank focuses on the financial needs of privately held businesses in St. Louis, as well as on those of churches and ministries. It formed a church-lending unit in 1997 and in 2005 opened a branch office in Orange County, Calif.
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| Editor’s note: | Robert J. Mathias is a resident of University City, Mo. 63130. |
| Cass Information Systems, Inc. makes its headquarters at 13001 Hollenberg Dr. in Bridgeton, Mo. 63044. |