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): April 1, 2015

 

CAPE BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland   001-33934   26-1294270

(State or Other Jurisdiction

of Incorporation)

  (Commission File No.)  

(I.R.S. Employer

Identification No.)

 

225 North Main Street, Cape May Court House, New Jersey   08210
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  (609) 465-5600

 

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 (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 2.01           Completion of Acquisition or Disposition of Assets

 

On April 1, 2015, Cape Bancorp, Inc. (the “Company”) completed its acquisition of Colonial Financial Services, Inc. (“Colonial Financial”). Pursuant to an Agreement and Plan of Merger by and between the Company and Colonial Financial, dated September 10, 2014 (the “Merger Agreement”), Colonial Financial merged with and into the Company and Colonial Financial’s wholly owned subsidiary, Colonial Bank, FSB, merged with and into the Company’s wholly owned subsidiary, Cape Bank.

 

Under the terms of the Merger Agreement, Colonial Financial’s stockholders had the option to elect to receive either 1.412 shares of the Company’s common stock or $14.50 in cash for each Colonial Financial common share, subject to proration to ensure that, in the aggregate, 50% of Colonial Financial’s common shares was converted into Company stock and the remaining 50% was exchanged for cash.

 

The final results of the cash and stock election of Colonial Financial stockholders were as follows:

 

·Holders of approximately 6.3% of outstanding Colonial Financial common stock elected to receive Company common stock in exchange for their shares;
·Holders of approximately 77.0% of outstanding Colonial Financial common stock elected to receive cash consideration in exchange for their shares; and
·Holders of approximately 16.7% of outstanding Colonial Financial common stock made no election and will receive 1.412 shares of Company common stock for each share of Colonial Financial common stock tendered.

 

Because the cash consideration was oversubscribed, a proration adjustment of 0.351 was made and Colonial Financial stockholders will receive 0.496 shares of Company common stock and $9.41 in cash for each share of Colonial Financial common stock for which they made a valid cash election. Colonial Financial stockholders who elected to receive stock consideration will receive 1.412 shares of Company common stock for each share of Colonial Financial common stock for which they made a valid stock election. Colonial Financial stockholders who expressed no preference or who did not make a valid election will receive 1.412 shares of Company common stock for each share of Colonial Financial common stock tendered.

 

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, as filed in a Current Report on Form 8-K with the Securities and Exchange Commission on September 11, 2014.

 

A copy of the press release announcing the consummation of the merger is filed herewith as Exhibit 99.1.

 

 
 

  

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(d)       On April 1, 2015 and pursuant to the terms of the Merger Agreement, Hugh J. McCaffrey and Gregory J. Facemyer were each appointed to the Boards of Directors of the Company and Cape Bank. Messrs. McCaffrey and Facemyer previously served on the Board of Directors of Colonial Financial. The Board has not determined the committees to which Messrs. McCaffrey and Facemyer will be appointed. Neither Mr. McCaffrey nor Mr. Facemyer is a party to any transaction with the Company or Cape Bank that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01           Financial Statements and Exhibits

 

(a) Financial statements of businesses acquired.  Not Applicable.
   
(b) Pro forma financial information.  Not Applicable.
   
(c) Shell company transactions: Not Applicable.
   
(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated April 1, 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.

 

    CAPE BANCORP, INC.
     
DATE: April 1, 2015 By: /s/ Michael D. Devlin
    Michael D. Devlin
    President and Chief Executive Officer

 

 

 



 

Exhibit 99.1

 

 

NEWS RELEASE

Date: April 1, 2015

 

Contact:

Cape Bancorp, Inc.

Michael D. Devlin, (609) 465-5600

President & Chief Executive Officer

 

Cape Bancorp, Inc. Announces Completion of Merger with Colonial Financial Services, Inc. of Vineland, NJ

 

CAPE MAY COURT HOUSE, NEW JERSEY – Cape Bancorp, Inc. (“Cape Bancorp” or the “Company”) (NASDAQ: CBNJ), the holding company for Cape Bank, announced today that it has successfully completed its acquisition of Colonial Financial Services, Inc. (“Colonial”) (NASDAQ: COBK).

 

As part of the agreement, Colonial merged with and into Cape Bancorp, and Colonial Bank, FSB, a wholly-owned subsidiary of Colonial, merged with and into Cape Bank. The former locations of Colonial Bank, FSB will be operated as financial centers of Cape Bank under the name of Colonial Bank, FSB until system conversions are completed in May of 2015.

 

The acquisition was first announced on September 10, 2014. Cape Bancorp and Colonial shareholders approved the acquisition on March 18, 2015 and all regulatory approvals have been received.

 

With the acquisition, Cape Bancorp now has 22 banking centers throughout Southern New Jersey and assets of approximately $1.6 billion.

 

Michael D. Devlin, President and CEO of Cape Bancorp, commented, “Cape Bancorp is pleased to announce the completion of its acquisition of Colonial Financial Services and Colonial Bank,

 

 
 

 

FSB. The transaction increases our asset size by approximately 50% and will help Cape Bancorp deliver value to its shareholders through increased operating scale and cost efficiencies.”

 

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, including its main office located at 225 North Main Street, Cape May Court House, New Jersey, one drive-up teller/ATM operation in Atlantic County, three market development offices (“MDOs”) located in Burlington, Cape May and Atlantic Counties in New Jersey, and two MDOs in Pennsylvania servicing the five county Philadelphia market located in Radnor, Delaware County and in Philadelphia. Cape Bancorp can be contacted at (609) 465-5600 or 225 North Main Street, Cape May Court House, New Jersey. To learn more about Cape Bancorp, please visit www.capebanknj.com.

 

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 Financial Services, Inc. and Colonial Bank, FSB in

 

 
 

 

accordance with expectations; deviations from performance expectations related to Colonial Financial Services, Inc. and Colonial Bank, FSB; 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.

 

 

 

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