Item 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

The employment of Mr. Jeffrey E. Wallin as the Company’s President and Chief Executive Officer was terminated effective June 12, 2005, and the employment of Mr. Lowell W. Giffhorn as the Company’s Executive Vice President, Chief Financial Officer and Secretary was terminated effective June 13, 2005. Mr. David H. Pohl has been appointed to serve as the Company’s Chairman, Chief Executive Officer and President. The Company issued a press release announcing the departure of Messrs. Wallin and Giffhorn and the appointment of Mr. Pohl, on June 15, 2005. A copy of the press release is attached hereto as Exhibit 99.1.

Mr. Pohl has served on the Company’s Board of Directors since April 2001, and served as an officer of the Company from January 2001 to March 2002. Except for his service with the Company, Mr. Pohl has been in the private practice of law counseling business clients since 1997, and from 1995 to 1996 was Special Counsel to the Ohio Attorney General. Previously, he was a senior attorney with Jones Day Reavis & Pogue, and held positions as a senior officer and general counsel in large financial services corporations, including Security Pacific Financial Services, Inc. and Gibraltar MoneyCenter, Inc. Mr. Pohl earned a J.D. degree in 1962 from the Ohio State University College of Law, and also holds a BS in Administrative Sciences from Ohio State.

There is no family relationship between any of our executive officers.

There were no transactions, or series of transactions, during fiscal 2004 and 2003, nor are there any currently proposed transactions, or series of transactions, to which the Company is a party, in which the amount exceeds $60,000, and in which to its knowledge Mr. Pohl, has or will have any direct or indirect material interest.

No employment agreements currently exist between Mr. Pohl and the Company.

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