Item 1.01.
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Entry into a Material Definitive Agreement.
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On December 9, 2016, Lakeland
Bancorp, Inc. (the Company), the parent company of Lakeland Bank, entered into an At Market Issuance Sales Agreement (the Sales Agreement) with Keefe, Bruyette & Woods, Inc. (KBW). Pursuant to the Sales
Agreement, KBW will act as the Companys sales agent with respect to an offering and sale, at any time and from time to time, of the Companys common stock, no par value per share (the Shares). The Company has authorized the
sale, at its discretion, of Shares in an aggregate offering amount of up to $50,000,000.
Sales of the Shares, if any, through the sales
agent will be made directly on the NASDAQ Global Select Market, on any other existing trading market for the Shares or to or through a market maker. In addition, with the Companys prior consent, the sales agent may also sell the Shares by any
other method permitted by law, including, but not limited to, negotiated transactions. Sales may be made at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, and subject to such
other terms as may be agreed upon at the time of sale.
The Shares will be sold and issued pursuant to the Companys Registration
Statement on Form S-3 (File No. 333-203408), which was previously declared effective by the Securities and Exchange Commission, and the related prospectus and prospectus supplement.
The Company or the sales agent, under certain circumstances and upon notice to the other, may suspend the offering of the Shares under the
Sales Agreement. The offering of the Shares pursuant to the Sales Agreement will terminate upon the sale of Shares in an aggregate offering amount equal to $50,000,000, or sooner if either the Company or the sales agent terminates the Sales
Agreement.
The Company will pay the sales agent a commission equal to 2.5% of the gross proceeds from any sale of the Shares sold
pursuant to the Sales Agreement.
The Company made certain customary representations, warranties and covenants in the Sales Agreement
concerning the Company and its subsidiaries and the registration statement, prospectus, prospectus supplement and other documents and filings relating to the offering of the Shares. In addition, the Company has agreed to indemnify the sales
agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The foregoing description of the
Sales Agreement is qualified in its entirety by reference to that agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer
to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
such state.
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