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): November 26, 2018
Lakeland Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
| NEW JERSEY | 000-17820 | 22-2953275 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
250 Oak Ridge Road, Oak Ridge, New Jersey 07438
(Address of Principal Executive Offices) (Zip Code)
(973) 697-2000
(Registrant’s telephone number, including area code)
(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:
| ☒ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On November 26, 2018, Lakeland Bancorp, Inc. (“Lakeland Bancorp”) and Highlands Bancorp, Inc. (“Highlands Bancorp”) disseminated a joint press release announcing that Lakeland Bancorp has received approval from the Federal Deposit Insurance Corporation of the proposed merger of Highlands Sate Bank with and into Lakeland Bank. The New Jersey Department of Banking and Insurance approved the merger in October 2018. In addition, Lakeland Bancorp has obtained a waiver from the Board of Governors of the Federal Reserve System with respect to the merger of Highlands Bancorp with and into Lakeland Bancorp. The proposed mergers are subject to the approval of the shareholders of Highlands Bancorp at a special meeting of shareholders to be held on December 13, 2018, and to certain other conditions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number |
Description | |
| Exhibit 99.1 | Joint Press Release of Lakeland Bancorp, Inc. and Highlands Bancorp, Inc., dated November 26, 2018. | |
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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.
| Lakeland Bancorp, Inc. | ||||||||
| Date: November 26, 2018 |
By: |
/s/ Timothy J. Matteson | ||||||
| Name: | Timothy J. Matteson | |||||||
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |||||||
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Exhibit 99.1
Joint Press Release
FDIC APPROVES MERGER OF HIGHLANDS STATE BANK INTO
LAKELAND BANK
Oak Ridge, NJ and Vernon, NJ—November 26, 2018. Lakeland Bancorp, Inc. (NASDAQ: LBAI) (“Lakeland Bancorp”), the parent company of Lakeland Bank, and Highlands Bancorp, Inc. (OTC Pink: HSBK) (“Highlands Bancorp”), the parent company of Highlands State Bank, announced today that the Federal Deposit Insurance Corporation has approved the merger of Highlands State Bank with and into Lakeland Bank. The New Jersey Department of Banking and Insurance approved the merger in October 2018. In addition, Lakeland Bancorp has obtained a waiver from the Board of Governors of the Federal Reserve System with respect to the merger of Highlands Bancorp with and into Lakeland Bancorp.
The closing of the holding company and bank mergers is subject to the approval of Highlands Bancorp’s shareholders at a special meeting of shareholders to be held on December 13, 2018, and to certain other conditions, as described in the final proxy statement and prospectus, dated November 5, 2018, which has been filed with the Securities and Exchange Commission and mailed to Highlands Bancorp’s shareholders.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed mergers, Lakeland Bancorp has filed a registration statement with the Securities and Exchange Commission, which has been declared effective. The proxy statement and prospectus contained in the registration statement has been mailed to Highlands Bancorp’s shareholders. Investors are advised to read the proxy statement and prospectus because it contains important information. Copies of the proxy statement and prospectus and other documents filed by Lakeland Bancorp with the SEC are available free of charge at the SEC’s website at www.sec.gov. Documents filed by Lakeland Bancorp may also be accessed for free at Lakeland Bancorp’s website at www.lakelandbank.com, or by directing a request to Investor Relations, 250 Oak Ridge Road, Oak Ridge, NJ 07438 (973-697-2000). Requests for the proxy statement and prospectus may also be made to Steven C. Ackmann, President & CEO, Highlands Bancorp, Inc., 310 Route 94, PO Box 160, Vernon, NJ 07462 (973-658-4573).
Forward Looking Statements
This communication contains forward-looking statements with respect to the proposed mergers that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all of which may change over time. Neither Lakeland Bancorp nor Highlands Bancorp assumes any obligation for updating any such forward-looking statements at any time.
Contact:
Lakeland Bancorp, Inc.:
Thomas J. Shara
President and CEO
Thomas F. Splaine
EVP & CFO
973-697-2000
Highlands Bancorp, Inc.:
Steven C. Ackmann
President and CEO
973-764-3200