COBK (MM)

 

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		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)
☐	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.

 

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.

 

Item 8.01.

Other Events.

 

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.

 

(d)

Exhibits.

 

Exhibit No.			Description
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.

 

 

		COLONIAL FINANCIAL SERVICES, INC.
DATE: March 19, 2015	By:	/s/ Edward J. Geletka
		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.