UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 1, 2019
BENEFICIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland
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001-36806
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47-1569198
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Beneficial Bank Place, 1818 Market Street, Philadelphia, Pennsylvania 19103
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code:
(215) 864-6000
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
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.
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suspension of the Companys reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as possible.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03
Material Modification to the Rights of Security Holders
As a result of the Merger, each share of the Company common stock was converted into the right to receive the Merger Consideration as set forth in the Agreement.
The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01
Changes in Control of Registrant
Upon completion of the Merger, the Company merged with and into WSFS, with WSFS as the surviving corporation.
The information set forth in Items 2.01, 3.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon completion of the Merger, the Companys directors and executive officers ceased serving in such capacities.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As of the Effective Time, the Articles of Incorporation and the Bylaws of the Company ceased to be in effect by operation of law and the organizational documents of WSFS became the Amended and Restated Certificate of Incorporation and Bylaws of the surviving corporation in accordance with the terms of the Agreement.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
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