Form 8-K

0001193125-16-595972.txt : 20160519 0001193125-16-595972.hdr.sgml : 20160519 20160519153709 ACCESSION NUMBER: 0001193125-16-595972 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160519 DATE AS OF CHANGE: 20160519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAKELAND BANCORP INC CENTRAL INDEX KEY: 0000846901 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 222953275 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17820 FILM NUMBER: 161663055 BUSINESS ADDRESS: STREET 1: 250 OAK RIDGE RD CITY: OAK RIDGE STATE: NJ ZIP: 07438 BUSINESS PHONE: 9736972000 MAIL ADDRESS: STREET 1: 250 OAK RIDGE RD CITY: OAKRIDGE STATE: NJ ZIP: 07438 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAKELAND BANCORP INC CENTRAL INDEX KEY: 0000846901 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 222953275 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 250 OAK RIDGE RD CITY: OAK RIDGE STATE: NJ ZIP: 07438 BUSINESS PHONE: 9736972000 MAIL ADDRESS: STREET 1: 250 OAK RIDGE RD CITY: OAKRIDGE STATE: NJ ZIP: 07438 425 1 d194848d8k.htm FORM 8-K Form 8-K

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): May 18, 2016

LAKELAND BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)


New Jersey	000-17820	22-2953275
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

250 Oak Ridge Road, Oak Ridge, New Jersey		07438
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (973) 697-2000

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):

x	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 5.07.

Submission of Matters to a Vote of Security Holders.

On May 18, 2016, Lakeland Bancorp, Inc. (the “Company”) held its 2016 Annual Meeting of Shareholders, for which the Company’s Board of Directors solicited proxies. A total of 41,229,520 shares of the Company’s common stock were outstanding and entitled to vote on the March 30, 2016 record date, and a total of 35,330,540 shares were present in person or represented by proxies at the meeting. The proposals voted upon at the meeting, all of which were approved, and the voting results are as follows:

Proposal 1. With respect to the election of five directors for the terms described in the proxy statement pertaining to the meeting, the votes were as follows:


DIRECTOR	FOR		AUTHORITY WITHELD		BROKER NON-VOTES
Thomas J. Marino		27,710,398		911,559		6,708,583
Robert E. McCracken		27,388,345		1,233,612		6,708,583
Thomas J. Shara		27,677,336		944,621		6,708,583
Stephen R. Tilton, Sr.		26,121,108		2,500,849		6,708,583
Lawrence R. Inserra, Jr.		27,592,274		1,029,683		6,708,583

Proposal 2. With respect to the ratification of KPMG LLP as the Company’s independent registered public account firm for the fiscal year ending December 31, 2016, the votes were as follows (there were no Broker Non-Votes):


FOR: 33,898,457		AGAINST: 1,382,031		ABSTAIN: 50,052

Proposal 3: With respect to the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in the proxy statement, the votes were as follows:


FOR: 26,214,746	AGAINST: 1,842,214	ABSTAIN: 564,977

BROKER NON-VOTES: 6,708,583

Item 8.01.

Other Events.

On May 19, 2016, the Company and Harmony Bank disseminated a joint press release announcing that the Company has received approval from the Federal Deposit Insurance Corporation of the proposed merger of Harmony Bank with and into Lakeland Bank, a wholly-owned subsidiary of the Company. The New Jersey Department of Banking and Insurance approved the merger in April 2016. The proposed merger is subject to the approval of Harmony Bank’s shareholders at a special meeting of shareholders to be held on June 22, 2016, and to certain other conditions. A copy of the joint 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 99.1		Lakeland Bancorp, Inc. and Harmony Bank joint press release, dated May 19, 2016.

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.

By:		/s/ Timothy J. Matteson
Name:		Timothy J. Matteson
Title:		Executive Vice President, General Counsel and Corporate Secretary

Dated: May 19, 2016

Exhibit Index



Exhibit 99.1		Lakeland Bancorp, Inc. and Harmony Bank joint press release, dated May 19, 2016.

EX-99.1 2 d194848dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Joint Press Release

FDIC APPROVES MERGER OF HARMONY BANK INTO LAKELAND BANK

Oak Ridge, NJ and Jackson, NJ—May 19, 2016. Lakeland Bancorp, Inc. (NASDAQ: LBAI) (the “Company”), the parent company of Lakeland Bank, and Harmony Bank (OTCPK: HRMB) announced today that the Company has received approval from the Federal Deposit Insurance Corporation of the proposed merger of Harmony Bank with and into Lakeland Bank. The New Jersey Department of Banking and Insurance approved the merger in April 2016. The proposed merger is subject to the approval of Harmony Bank’s shareholders at a special meeting of shareholders to be held on June 22, 2016, and to certain other conditions, as described in the final proxy statement and prospectus dated May 13, 2016, which has been filed with the Securities and Exchange Commission and is being mailed to Harmony Bank’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 merger, Lakeland Bancorp, Inc. 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 is being mailed to shareholders of Harmony Bank. 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 and downloaded for free at Lakeland Bancorp’s website at www.lakelandbank.com or by directing a request to Investor Relations, Lakeland Bancorp, Inc., 250 Oak Ridge Road, Oak Ridge, NJ 07438 (973-697-2000). Requests for the proxy statement and prospectus may also be made to Investor Relations, Harmony Bank (732-719-3710).

Forward-Looking Statements

This communication contains forward-looking statements 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 Harmony Bank assumes any obligation for updating any such forward-looking statements at any time.

Contact:


Lakeland Bancorp, Inc.: Thomas J. Shara President & CEO		Harmony Bank: Michael A. Schutzer President & CEO 732-719-3710

Joseph F. Hurley EVP & CFO 973-697-2000