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):
March 18, 2015
COLONIAL FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in its
Charter)
Maryland |
|
001-34817 |
|
90-0183739 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File No.) |
|
(I.R.S. Employer
Identification No.) |
2745 S. Delsea Drive, Vineland, New Jersey |
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08360 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (856)
205-0058
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):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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. |
The Special Meeting of Stockholders of Colonial Financial Services,
Inc. (the “Company” or the “Registrant”) was held on March 18, 2015 (the "Special Meeting").
The matters considered and voted on by the Company's stockholders at the Special Meeting and the vote of the stockholders was as
follows:
Matter 1: The approval of the proposed Agreement and Plan
of Merger, dated as of September 10, 2014, by and between the Company and Cape Bancorp, Inc. (“Cape”) and the merger
of the Company and Cape provided for therein (the “Merger”):
For |
Against |
Abstentions |
Broker Non-Votes |
2,783,138 |
28,704 |
542 |
0 |
Matter 2: The approval of a non-binding, advisory proposal
to approve the compensation paid to the named executive officers of the Company if the Merger is consummated:
For |
Against |
Abstentions |
Broker Non-Votes |
2,573,705 |
102,615 |
136,064 |
0 |
Matter 3: The approval of a proposal
to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger:
For |
Against |
Abstentions |
Broker Non-Votes |
2,767,018 |
43,670 |
1,696 |
0 |
Pursuant to the foregoing votes, the Merger was approved and the
non-binding, advisory proposal to approve the compensation paid to the named executive officers of the Company if the Merger is
consummated was approved. In light of the affirmative vote with respect to the Merger in Matter 1, the vote on Matter 3 (with respect
to the adjournment of the Special Meeting to solicit additional votes for the Merger) was rendered moot.
On March 18, 2015, the Registrant
and Cape Bancorp, Inc. disseminated a joint press release announcing that the Agreement and Plan of Merger, dated September 10,
2014 and filed with the Commission on September 11, 2014 as an exhibit to the Registrant’s Form 8-K, has been approved by
the shareholders of each company. A copy of the March 18, 2015 joint press release is included as Exhibit 99.1 hereto.
The information in this section, including
the information contained in the press release included as Exhibit 99.1 hereto, is being furnished pursuant to this Item 8.01
and shall not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that Section. In addition, this information shall not be deemed to be incorporated
by reference into any of the Registrant’s filings with the Securities and Exchange Commission, except as shall be expressly
set forth by specific reference in any such filing.
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit No. |
|
Description |
|
|
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99.1 |
|
Joint Press Release dated March 18, 2015 |
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.
|
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COLONIAL FINANCIAL SERVICES, INC.
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DATE: March 19, 2015 |
By: |
/s/ Edward J. Geletka |
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Edward J. Geletka |
|
|
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
|
99.1 |
Joint Press Release dated March 18, 2015 |
Exhibit 99.1
NEWS RELEASE
Date: March 18, 2015
Contacts: |
|
Cape Bancorp, Inc. |
Colonial Financial Services, Inc. |
Michael D. Devlin, (609) 465-5600 |
Edward J. Geletka, (856) 205-0058 |
President & Chief Executive Officer |
President & Chief Executive Officer |
Cape Bancorp, Inc. and Colonial Financial
Services, Inc. Announce
Receipt of Shareholder Approvals for Merger
CAPE MAY COURTHOUSE & VINELAND, NEW JERSEY – Cape Bancorp,
Inc. (“Cape” or the “Company”) (NASDAQ: CBNJ), the holding company for Cape Bank, and Colonial Financial
Services, Inc. (“Colonial”) (NASDAQ: COBK), the holding company for Colonial Bank, FSB, today jointly announced that
shareholders of both companies have approved the agreement and plan of merger dated September 10, 2014. Additionally, the companies
have received all required regulatory approvals to consummate the transaction.
Subject to satisfaction of all remaining closing conditions for
the transaction, the anticipated closing date of the merger will be on or about April 1, 2015, at which time Colonial will be merged
with and into Cape and Colonial Bank, FSB will be merged with and into Cape Bank. Colonial Bank, FSB offices will become branches
of Cape Bank.
In advance of the closing, shareholders of Colonial have received
cash/stock election materials through which they may elect to receive stock consideration or cash consideration, subject to the
proration requirements described in the merger agreement and the Joint Proxy Statement/Prospectus. The cash/stock election deadline
is March 26, 2015.
Cape estimates it will have approximately $1.6 billion in assets
and 22 banking centers throughout Southern New Jersey after the transaction closes.
Michael D. Devlin, President and CEO of Cape, stated, “We
are eager to welcome Colonial Bank customers and employees to Cape Bank. We are excited about the opportunity to expand our franchise
and continue to deliver value to our shareholders. ”
Gregory J. Facemyer, Colonial’s Chairman, commented, “We
look forward to becoming a partner with a strong and reputable financial institution such as Cape Bank. The merger will provide
a broader array of products and exceptional service to our longtime customers and communities.”
ABOUT CAPE BANCORP, INC.
Cape Bancorp, Inc. with total assets of $1.1 billion at December
31, 2014, is the parent company of Cape Bank, a New Jersey chartered savings bank providing a complete line of business and personal
banking products through its fourteen full service offices located throughout Atlantic and Cape May counties in Southern New Jersey,
one drive-up teller/ATM operation in Atlantic County, one loan office in Center City, Philadelphia, and two market development
offices located in Burlington County, New Jersey and in Radnor, Pennsylvania. Cape can be contacted at (609) 465-5600 or 225 North
Main Street, Cape May Court House, New Jersey. To learn more about the Company, please visit www.capebanknj.com.
ABOUT COLONIAL FINANCIAL SERVICES, INC.
Colonial Financial Services, Inc. is the holding company for Colonial
Bank, FSB which began in 1913 as a small mortgage association in downtown Bridgeton. It is now a full-service community bank with
nine locations in the heart of South Jersey. Colonial Bank, FSB offers a full line of products and services to meet all consumer
and commercial banking needs. For more information, please call (856) 205-0058.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but rather statements
based on the Company's current expectations regarding our business strategies and their intended results and future performance.
Forward-looking statements are preceded by terms such as "expects," "believes," "anticipates," "intends"
and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as
"will," "would," "should," "could," or "may."
Forward-looking statements are not guarantees of future performance.
Numerous risks and uncertainties could cause or contribute to the Company's actual results, performance, and achievements to be
materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to
these differences include, without limitation, the Company's failure to integrate Colonial and Colonial Bank in accordance with
expectations; deviations from performance expectations related to Colonial and Colonial Bank; general economic conditions, including
changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory
changes; competitive conditions in the banking markets served by the Company's subsidiaries; the adequacy of the allowance for
losses on loans and the level of future provisions for losses on loans; and other factors disclosed periodically in the Company's
filings with the Securities and Exchange Commission.
Because of the risks and uncertainties inherent in forward-looking
statements, readers are cautioned not to place undue reliance on them, whether included in this report or made elsewhere from time
to time by the Company or on the Company's behalf. The Company assumes no obligation to update any forward-looking statements.
Source: Cape Bancorp, Inc.
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