8-K
ConnectOne Bancorp, Inc. (CNOB)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2021 (August 13, 2021)
CONNECTONE BANCORP, INC.
(Exact name of Company as specified in its charter)
| New Jersey | 000-11486 | 52-1273725 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No |
| 301 Sylvan Avenue | ||
| --- | --- | |
| Englewood Cliffs, New Jersey | 07632 | |
| (Address of principal executive offices) | (Zip Code) |
Company's telephone number, including area code (844) 266-2548
| [ ] | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which<br>registered |
|---|---|---|
| Common Stock | CNOB | NASDAQ |
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
On August 19, 2021, ConnectOne Bancorp, Inc. (the "Company") issued and sold 4,600,000 depositary shares, including 600,000 depositary shares issued upon the exercise in full by the Underwriters of their overallotment option (collectively, the “Depositary Shares”), each representing a 1/40th ownership interest in a share of 5.25 % Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share (the “Series A Preferred Stock”).
On August 13, 2021, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Department of the Treasury of the State of New Jersey, establishing the terms, preferences, privileges, designations, rights, qualifications, limitations, and restrictions thereof, of the Series A Preferred Stock. Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series A Preferred Stock represented thereby (including dividend, voting, redemption, and liquidation rights).
The Depositary Shares were sold in a public offering under the Company’s Registration Statement on Form S-3 (File No. 333-258093) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission and pursuant to an underwriting agreement, dated as of August 12, 2021 (the "Underwriting Agreement"), with Piper Sandler & Co., Raymond James & Associates, Inc., Keefe, Bruyette & Woods, Inc., and Stephens Inc., as representatives of the underwriters named in the Underwriting Agreement.
Under the terms of the Series A Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to repurchase, redeem or otherwise acquire its common stock or any preferred stock ranking on parity with or junior to the Series A Preferred Stock is subject to certain restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series A Preferred Stock for the immediately preceding dividend period. The Series A Preferred Stock has a liquidation preference of $1,000 per share.
The description of the terms of the Series A Preferred Stock is qualified in its entirety by reference to the Certificate of Amendment, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
In connection with the issuance of the Depositary Shares, the Company entered into a Deposit Agreement, dated August 19, 2021 (the “Deposit Agreement”), among the Company, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders from time to time of the depositary receipts (“Depositary Receipts”) issued thereunder. The Series A Preferred Stock represented by the Depositary Shares were deposited against the delivery of the Depositary Receipts pursuant to the Deposit Agreement. The foregoing description of the Deposit Agreement and the Depositary Receipts are qualified in their entirety by reference to the full text of the Deposit Agreement and the form of Depositary Receipt, copies of which are filed as Exhibit 4.1 and Exhibit 4.2 hereto, and are incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS.
On August 13, 2021, the Company filed the Certificate of Amendment with the Department of the Treasury of the State of New Jersey, amending the Company’s Restated Certificate of Incorporation, as amended, by establishing the newly authorized Series A Preferred Stock of the Company consisting of 115,000 authorized shares. The Certificate of Amendment was accepted for recording, and became effective, on August 17, 2021. The terms of the Series A Preferred Stock are more fully described in Item 3.03 of this Current Report on Form 8-K and the Certificate of Amendment, which is attached hereto as Exhibit 3.1, both of which are incorporated by reference herein.
ITEM 8.01. OTHER EVENTS.
On August 4, 2021, the Company completed the issuance and sale of 4,600,000 Depositary Shares, including 600,000 shares issued upon the exercise in full by the Underwriters of their overallotment option pursuant to the Underwriting Agreement. The Depositary Shares were issued pursuant to the Deposit Agreement. A copy of the Underwriting Agreement is incorporated by reference into Exhibit 1.1. A copy of the Deposit Agreement is attached hereto as Exhibit 4.2 and the form of Depositary Receipt representing the Depositary Shares is included as Exhibit A of the Deposit Agreement. A copy of the legal opinion as to the legality of the issuance and sale of the Depositary Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 5.1 and 23.1 of this Current Report on Form 8-K are hereby incorporated by reference into the Company’s Registration Statement on Form S-3, as amended (File No. 333-258093).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits accompany this report.
| Exhibit | |
|---|---|
| No. | Description |
| 1.1 | Underwriting Agreement, dated August 12, 2021, by and among ConnectOne Bancorp, Inc. Piper Sandler & Co., Raymond James & Associates, Inc., Keefe, Bruyette & Woods, Inc. and Stephens Inc. (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on August 13, 2021) |
| 3.1 | Certificate of Amendment designating the 5.25% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, of the Company, filed with the Department of the Treasury of the State of New Jersey and effective August 17, 2021(incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A, filed on August 19, 2021). |
| 4.1 | Specimen of the Company’s 5.25% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on August<br>19, 2021). |
| 4.2 | Deposit Agreement, dated as of August 19, 2021, among the Company, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 8-A, filed on August 19, 2021). |
| 4.3 | Form of Depositary Receipt (included as Exhibit A in Exhibit 4.2 hereto). |
| 5.1 | Opinion of Windels Marx Lane & Mittendorf LLP |
| 23.1 | Consent of Windels Marx Lane & Mittendorf LLP (included in Exhibit 5.1 hereto) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONNECTONE BANCORP, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| Dated: | August 19, 2021 | By: | /s/ William S. Burns |
| WILLIAM S. BURNS | |||
| Executive Vice President and | |||
| Chief Financial Officer |
Exhibit Index
Exhibit 5.1
| windelsmarx.com | ||
|---|---|---|
| 120 Albany Street Plaza, | New Brunswick, NJ 08901T. 732.846.7600 | F. 732.846.8877<br><br> <br>August 19, 2021 |
ConnectOne Bancorp, Inc. 301 Sylvan Avenue Englewood Cliffs, NJ 07632
| Re: | ConnectOne Bancorp, Inc. |
|---|---|
| Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special counsel to ConnectOne Bancorp, Inc., a New Jersey corporation (the “Company”), in connection with the public offering of 4,600,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of the Company’s 5.25% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share and liquidation preference of $1,000 per share (the “Series A Preferred Stock”). The Series A Preferred Stock is to be deposited by the Company with Broadridge Corporation Issuer Solutions, Inc. (“Broadridge”), acting as depositary (in such capacity, the “Depositary”), registrar and transfer agent, pursuant to the Deposit Agreement, dated August 19, 2021 (the “Deposit Agreement”), by and among the Company, Broadridge, acting as Depositary, registrar and transfer agent, and the holders from time to time of depositary receipts issued under the Deposit Agreement to evidence the Depositary Shares.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
(i) the registration statement on Form S-3 (File No. 333-237356) of the Company relating to the Depositary Shares, Series A Preferred Stock and other securities of the Company filed on July 22, 2021 with the Securities and Exchange Commission (the “Commission”) under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);
(ii) the prospectus, dated July 22, 2021 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;
(iii) the preliminary prospectus supplement, dated August 11, 2021 (together with the Base Prospectus, the “Preliminary Prospectus”), relating to the offering of the Depositary Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(iv) the prospectus supplement, dated August 12, 2021 (together with the Base Prospectus, the “Prospectus”), relating to the offering of the Depositary Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(iv) an executed copy of the Underwriting Agreement (the “Underwriting Agreement”), dated August 12, 2021, among the Company and Piper Sandler & Co., Raymond James & Associates, Inc., Keefe Bruyette & Woods, Inc., and Stephens Inc., (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Depositary Shares;
(vi) an executed copy of the Deposit Agreement;
(vii) an executed certificate evidencing the Series A Preferred Stock registered in the name of Broadridge (the “Preferred Stock Certificate”);
(viii) a copy of the Certificate of Amendment to the Restated Certificate of Incorporation (the “Certificate of Designations”), as filed with the Division of Revenue of the State of New Jersey on August 13, 2021, designating the Series A Preferred Stock and certified by the Treasurer of the State of New Jersey
(ix) an executed copy of a certificate of Laura Criscione, Executive Vice President, Chief Compliance Officer and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(x) a copy of the Company’s Certificate of Incorporation, certified pursuant to the Secretary’s Certificate (the “Certificate of Incorporation”);
(xi) a copy of the Company’s Amended and Restated Bylaws, as amended and in effect as of the date hereof and certified pursuant to the Secretary’s Certificate (the “By-laws”); and
(xii) a copy of certain resolutions of the Board of Directors of the Company, adopted on July 14, 2021 and August 17, 2021 and certain resolutions of the Pricing Committee thereof, adopted on August 12, 2021, certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Underwriting Agreement.
In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the factual representations and warranties set forth in the Underwriting Agreement.
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and the State of New Jersey (all of the foregoing being referred to as “Opined on Law”).
As used herein, “Transaction Documents” means the Underwriting Agreement and the Deposit Agreement.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
The Series A Preferred Stock has been duly authorized by all requisite corporate action on the part of the Company under the New Jersey Business Corporation Act (the “NJBCA”) and, when the Preferred Stock Certificate is duly executed and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Series A Preferred Stock will be validly issued, fully paid and nonassessable.
The Depositary Shares, when issued under the Deposit Agreement against deposit of the Series A Preferred Stock by the Company in accordance with the provisions of the Deposit Agreement and upon payment by the Underwriters in accordance with the Underwriting Agreement, will be duly and validly issued and entitle the registered holder thereof to the rights specified in such Series A Preferred Stock and in the Deposit Agreement.
The opinions stated herein are subject to the following qualifications:
(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and the opinions stated herein are limited by such laws or governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) except to the extent expressly stated in the opinions contained herein, we do not express any opinion with respect to the effect on the opinions stated herein of (i) the compliance or non-compliance of any party to the Transaction Documents with any laws, rules or regulations applicable to such party or (ii) the legal status or legal capacity of any party to the Transaction Documents;
(c) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(d) we have assumed that the certificates evidencing the Series A Preferred Stock will be manually signed by one of the authorized officers of the transfer agent and registrar for the Series A Preferred Stock and registered by such transfer agent and registrar; and
(e) we have assumed that the receipts evidencing the Depositary Shares will be manually signed by one of the authorized officers of the Depositary, transfer agent and registrar for the Depositary Shares and registered by such depositary, transfer agent and registrar.
In addition, in rendering the foregoing opinions we have assumed that at all applicable times:
(a) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Depositary Shares contemplated thereby: (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject (ii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iii) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in clause (iii) with respect to the Opined on Law); and
(b) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Depositary Shares, required or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| Very truly yours, |
|---|
| /s/ Windels Marx Lane & Mittendorf LLP |