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 25, 2014
CLIFTON BANCORP INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 333-192598 | 46-4757900 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
1433 Van Houten Avenue, Clifton, New Jersey 07015
(Address of principal executive offices) (Zip Code)
(973) 473-2200
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
| Item 8.01 | Other Events |
On March 25, 2014, Clifton Savings Bancorp, Inc. (the “Company”), the holding company for Clifton Savings Bank, announced that the Company’s Amended and Restated Plan of Conversion and Reorganization, pursuant to which Clifton Savings Bank will be reorganized from the mutual holding company corporate structure into the fully public stock holding company structure, was approved by the members of Clifton MHC and the stockholders of the Company at separate special meetings held on March 25, 2014.
The Company also announced that Clifton Bancorp, Inc. has received orders to purchase common stock sufficient to complete the offering being conducted in connection with the second-step conversion of Clifton Savings Bank. A total of 17,059,448 shares of common stock will be sold in the subscription offering at $10.00 per share, including 1,023,566 shares to be purchased by the Clifton Savings Bank Employee Stock Ownership Plan. The conversion and offering are expected to be completed on April 1, 2014.
A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference.
| Item 9.01 | Financial Statements and Other Exhibits |
| (d) | Exhibits |
| Number |
Description | |
| 99.1 | Press Release dated March 25, 2014 | |
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 thereunto duly authorized.
| CLIFTON BANCORP INC. | ||||||
| Date: March 28, 2014 | By: | /s/ Paul M. Aguggia | ||||
| Paul M. Aguggia | ||||||
| Chairman, President and Chief Executive Officer | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
| Contact: | Bart D’Ambra | |
| (973) 473-2200 |
CLIFTON SAVINGS BANCORP, INC.
ANNOUNCES RESULTS OF SPECIAL MEETINGS OF
STOCKHOLDERS AND MEMBERS
Clifton, New Jersey, March 25, 2014 — Clifton Savings Bancorp, Inc., a federal corporation (the “Company”) (NasdaqGS: CSBK), announced that, at separate meetings held today, the stockholders of the Company and the members of Clifton MHC (the “MHC”) have approved the Amended and Restated Plan of Conversion and Reorganization pursuant to which Clifton Savings Bank (the “Bank”) will convert from the mutual holding company to the stock holding company form of organization.
As a result of the conversion, the MHC and the Company will cease to exist and Clifton Bancorp Inc., a Maryland corporation, will become the parent holding company of the Bank and will be wholly owned by public shareholders. As previously disclosed, Clifton Bancorp has received orders in a subscription offering sufficient to complete the offering being conducted in connection with the conversion. The closing of the conversion and offering is subject to the satisfaction of customary closing conditions and is expected to be completed on April 1, 2014.
A total of 17,059,448 shares of common stock will be sold in the subscription offering at $10.00 per share, including 1,023,566 shares to be purchased by the Bank’s employee stock ownership plan. As part of the conversion, each existing share of Company common stock will be converted into the right to receive 0.9791 of a share of Clifton Bancorp common stock. The exchange ratio is intended to ensure that, immediately after the conversion and offering, the public shareholders of the Company will have approximately the same ownership interest in Clifton Bancorp as they owned in the Company immediately prior to the conversion. Cash will be issued in lieu of fractional shares based on the offering price of $10.00.
The Company’s common stock will continue to trade on the Nasdaq Global Select Market under the trading symbol CSBK through April 1, 2014. Beginning on April 2, 2014, the shares of Clifton Bancorp common stock will trade on the Nasdaq Global Select Market under the same symbol.
The Company is the holding company of the Bank, a federally chartered savings bank headquartered in Clifton, New Jersey. The Bank operates a total of 12 full-service banking offices in northeast New Jersey. At December 31, 2013, the Company had consolidated total assets of $1.1 billion, gross loans of $578.8 million, total deposits of $774.5 million and total shareholders’ equity of $191.5 million.
This release is neither an offer to sell nor a solicitation of an offer to buy common stock. The shares of common stock of the Company are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
This press release contains certain forward-looking statements about the conversion and reorganization. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the conversion, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company is engaged.