8-K
Northfield Bancorp, Inc. (NFBK)
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): June 24, 2020
Northfield Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35791 | 80-0882592 | |
|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File No.) | (I.R.S. Employer<br><br>Identification No.) | |
| 581 Main Street, | Woodbridge, | New Jersey | 07095 |
| --- | --- | --- | --- |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (732) 499-7200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | NFBK | The NASDAQ Stock Market LLC |
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. ☐
Item 8.01 Other Events.
On June 24, 2020, Northfield Bancorp, Inc. (the “Company”) issued a press release announcing that the shareholders of VSB Bancorp, Inc. (“Victory”) approved the previously announced Agreement and Plan of Merger of Victory with and into the Company. As described in the press release, the Company and Victory anticipate the merger will be completed effective on or about July 1, 2020. Each share of Victory common stock will be exchanged for 2.0463 shares of Northfield common stock, with fractional shares paid out in cash at a rate of $10.78 per whole Northfield share. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit | Description of Document |
|---|---|
| 99.1 | Company press release announcing approval of the previously announced Agreement and Plan of Merger of Victory with and into the Company. |
| 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHFIELD BANCORP, INC. | ||
|---|---|---|
| DATE: June 25, 2020 | By: | /s/ William R. Jacobs |
| William R. Jacobs | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Exhibit
FOR IMMEDIATE RELEASE
VSB BANCORP, INC. SHAREHOLDERS APPROVE
MERGER WITH NORTHFIELD BANCORP, INC.
WOODBRIDGE, N.J. and STATEN ISLAND, N.Y., June 24, 2020 (GLOBE NEWSWIRE) -- Northfield Bancorp, Inc. (Nasdaq: NFBK) (“Northfield”), parent company of Northfield Bank, and VSB Bancorp, Inc. (OTCQX: VSBN) (“Victory”), parent company of Victory State Bank, jointly announced that at a special meeting held on June 23, 2020, Victory shareholders approved the proposed Agreement and Plan of Merger providing for the merger of Victory with and into Northfield.
Northfield’s President and CEO, Steven M. Klein, commented, “The combination of Northfield and Victory demonstrates our shared commitment to bringing two locally grown community banks together to serve the Staten Island community.”
"The strong shareholder support we received for this partnership supports the opportunity we see to add value for our employees, customers, community, and shareholders,” added Ralph M. Branca, Victory’s President and CEO.
“The merger of the two companies will generate synergies for both our customers and shareholders alike,” noted Joseph J. LiBassi, Chairman of the Board of VSB Bancorp.
The merger is expected to occur on or about the close of business on July 1, 2020, and based on such closing date, each share of Victory common stock will be exchanged for 2.0463 shares of Northfield common stock with fractional shares paid out in cash. Victory customers will continue to be able to bank with Victory as they always have, and will receive information on the system integration process in the coming weeks.
About Northfield Bank
Northfield Bank, founded in 1887, currently operates 37 full-service banking offices in Staten Island and Brooklyn, New York, and Mercer, Middlesex, Hunterdon and Union counties, New Jersey. For more information about Northfield Bank, please visit www.eNorthfield.com.
About Victory State Bank
Victory State Bank began operations in 1997, and operates six full-service locations in Staten Island. For more information about Victory, please visit www.victorystatebank.com.
Forward-Looking Statements: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Northfield and Victory, including future financial and operating results, cost savings and accretion to reported earnings that may be realized from the merger; (ii) Northfield’s and Victory’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of Northfield’s and Victory’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Northfield and Victory may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss, and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) adverse governmental or regulatory policies may be enacted; (5) the interest rate environment may further compress margins and adversely affect net interest income; (6) the risks associated with continued diversification of assets and adverse changes to credit quality; (7) difficulties associated with achieving expected future financial results; (8) competition from other financial services companies in Northfield’s and Victory’s markets; and (9) the risk of an economic slowdown that would adversely affect credit quality and loan originations, including those related to COVID-19. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Northfield’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available at the SEC's Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Northfield or Victory or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Northfield and Victory do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
Company Contact:
Northfield Bancorp, Inc.
Steven M. Klein
President & Chief Executive Officer
Tel: (732) 499-7200
Company Contact:
VSB Bancorp, Inc.
Ralph M. Branca
President & CEO
Tel: (718) 979-1100