Current Report Filing (8-k)
15 3월 2018 - 5:13AM
Edgar (US Regulatory)
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 9, 2018
CLIFTON BANCORP INC.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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001-36390
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46-4757900
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1433 Van Houten Avenue, Clifton, New Jersey 07015
(Address of principal executive offices) (Zip Code)
(973)
473-2200
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
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:
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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))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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. ☐
This Current Report on Form
8-K
is being filed to disclose certain information regarding litigation related to the proposed transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of November 1,
2017, by and between Clifton Bancorp Inc. (Clifton) and Kearny Financial Corp. (Kearny), pursuant to which Clifton will merge with and into Kearny (the Merger).
As previously disclosed, on February 16, 2018, Paul Parshall, a purported stockholder of Clifton, filed a putative class action lawsuit
in the United States District Court for the District of New Jersey, captioned Parshall v. Clifton Bancorp Inc., et al.
(2:18-cv-02273-SDW-CLW),
against Clifton, the members of Cliftons Board of
Directors and Kearny on behalf of all of Cliftons public stockholders. The relief sought in the lawsuit includes preliminary and permanent injunction against the consummation of the Merger, rescission or rescissory damages if the Merger is
completed, costs and attorneys fees.
On March 9, 2018, Mr. Parshall filed a voluntary notice of dismissal without
prejudice.
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 thereunto duly authorized.
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CLIFTON BANCORP INC.
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Date: March 14, 2018
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By:
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/s/ Paul M. Aguggia
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Paul M. Aguggia
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Chairman, President and Chief Executive Officer
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Clifton Bancorp Inc. (MM) (NASDAQ:CSBK)
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