Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
05 11월 2021 - 10:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
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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)
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November 5, 2021
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(Exact Name of Registrant as Specified in Charter)
New Jersey
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000-32891
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22-3665653
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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2650 Route 130
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P.O. Box 634
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Cranbury
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New Jersey
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08512
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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609
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655-4500
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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:
x 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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, no par value
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FCCY
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NASDAQ Global Market
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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 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §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. ☐
On
November 5, 2021, Lakeland Bancorp, Inc. (“Lakeland”) (NASDAQ: LBAI), the parent company of Lakeland Bank, and 1st Constitution
Bancorp (“1st Constitution”) (NASDAQ: FCCY), the parent company of 1st Constitution Bank, issued a joint press release announcing
the receipt of regulatory approval from each of the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and
Insurance in connection with the proposed merger of 1st Constitution with and into Lakeland. A copy of the joint press release is attached
as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
The
closing of the proposed merger remains subject to the approval of or waiver by the Board of Governors of the Federal Reserve System, the
approval of Lakeland’s shareholders at the special meeting of shareholders to be held on December 3, 2021, the approval of 1st Constitution’s
shareholders at the special meeting of shareholders to be held on December 3, 2021, and certain other customary closing conditions.
Additional Information
and Where to Find It
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval. In connection with the proposed merger, Lakeland filed with the Securities and Exchange Commission (the “SEC”)
a registration statement that included a joint proxy statement of Lakeland and 1st Constitution that also constitutes a prospectus of
Lakeland. The definitive joint proxy statement/prospectus was mailed to the respective shareholders of Lakeland and 1st Constitution on
or about October 20, 2021. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DOCUMENTS, BECAUSE THESE MATERIALS CONTAIN (OR WILL CONTAIN)
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the registration statement and other documents filed by
Lakeland and 1st Constitution with the SEC at the SEC’s web site at www.sec.gov. These documents may be accessed and downloaded
for free at Lakeland’s website at www.lakelandbank.com or by directing a request to Investor Relations, Lakeland Bancorp, Inc.,
250 Oak Ridge Road, Oak Ridge, New Jersey 07438 (973-697-2000). 1st Constitution’s documents may be accessed and downloaded for
free at 1st Constitution’s website at www.1stconstitution.com or by directing a request to Investor Relations, 1st Constitution
Bancorp, 2650 Route 130 P.O. Box 634 Cranbury New Jersey 08512 (609-655-4500).
Participants in the
Solicitation
Lakeland,
1st Constitution and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from 1st Constitution’s and Lakeland’s shareholders in respect of the proposed merger. Information regarding the directors
and executive officers of Lakeland may be found in its definitive proxy statement relating to its 2021 Annual Meeting of Shareholders,
which was filed with the SEC on April 9, 2021 and can be obtained free of charge from Lakeland’s website. Information regarding
the directors and executive officers of 1st Constitution may be found in its definitive proxy statement relating to its 2021 Annual Meeting
of Shareholders, which was filed with the SEC on April 22, 2021 and can be obtained free of charge from 1st Constitution’s website.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interest, by security
holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed or to be filed with the
SEC, when available.
Cautionary Statements
Regarding Forward-Looking Information
This
Current Report on Form 8-K (including Exhibit 99.1 hereto) contains forward-looking statements with respect to the proposed merger and
the timing of consummation of the merger that are made in reliance upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The words “anticipates”, “projects”, “intends”, “estimates”, “expects”,
“believes”, “plans”, “may”, “will”, “should”, “could” and other
similar expressions are intended to identify such forward looking statements. These forward-looking statements are necessarily speculative
and speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all of which may change over time.
Actual results could differ materially from such forward-looking statements. The following factors, among others, could cause actual results
to differ materially and adversely from such forward-looking statements: failure to obtain Federal Reserve Board approval or waiver (and
the risk that such approval may result in the imposition of conditions that could adversely affect the combined company); failure to obtain
shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all or other delays in completing
the transaction; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions
and the business, results of operations, and financial condition of Lakeland or 1st Constitution; the occurrence of any event, change
or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; the outcome
of any legal proceedings that may be instituted against Lakeland or 1st Constitution; failure to realize anticipated efficiencies and
synergies if the merger is consummated; material adverse changes in Lakeland’s or 1st Constitution’s operations or earnings;
decline in the economy in Lakeland’s and 1st Constitution’s primary market areas; potential adverse reactions or changes to
business or employee relationships, including those resulting from the announcement or completion of the transaction; the dilution caused
by Lakeland’s issuance of additional shares of its capital stock in connection with the merger; and other factors that may affect
the future results of Lakeland or 1st Constitution. Additional factors that could cause results to differ materially from those described
above can be found in Lakeland’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its subsequent Quarterly
Reports on Form 10-Q, including in the respective Risk Factors sections of such reports, as well as in subsequent SEC filings, each of
which is on file with the SEC and available in the “Investors Relations” section of Lakeland’s website, www.lakelandbank.com,
under the heading “Documents” and in other documents Lakeland files with the SEC, and in 1st Constitution’s Annual Report
on Form 10-K for the year ended December 31, 2020 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective Risk
Factors sections of such reports, as well as in subsequent SEC filings, each of which is on file with and available in the “Investor
Relations” section of 1st Constitution’s website, www.1stconstitution.com, under the heading “SEC Filings” and
in other documents 1st Constitution files with the SEC. Neither Lakeland nor 1st Constitution assumes any obligation for updating any
such forward-looking statements at any time.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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 hereunto
duly authorized.
Dated: November 5, 2021
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1ST CONSTITUTION BANCORP
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By:
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/s/ ROBERT F. MANGANO
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Name:
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Robert F. Mangano
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Title:
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President and Chief Executive Officer
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3
1st Constitution Bancorp (NASDAQ:FCCY)
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1st Constitution Bancorp (NASDAQ:FCCY)
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