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): October 31, 2014
(Exact name of registrant as specified
in its charter)
Florida |
|
001-34462 |
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65-0925265 |
(State of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
One
North Federal Highway, Boca Raton, Florida |
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33432 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (561) 362-3435
___________________________________________________
(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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1ST UNITED BANCORP, INC.
FORM 8-K
CURRENT REPORT
Introductory Note
This Current Report on Form
8-K is being filed in connection with the consummation on October 31, 2014 of the transactions contemplated by the Agreement and
Plan of Merger (the “Merger Agreement”), dated as of May 7, 2014, by and between 1st United Bancorp, Inc. (the
“Registrant”) and Valley National Bancorp, a New Jersey corporation (“Valley”). Pursuant
to the Merger Agreement, on October 31, 2014 (the “Effective Time”), the Registrant merged with and into Valley
(the “Merger”), with Valley as the surviving corporation in the Merger. Immediately following the consummation
of the Merger, 1st United Bank, the Registrant’s wholly-owned bank subsidiary, merged (the “Bank Merger”)
with and into Valley Bank, Valley’s wholly-owned bank subsidiary (“Valley Bank”), with Valley
Bank as the surviving bank in the Bank Merger.
Pursuant to the Merger Agreement,
holders of the Registrant’s common stock (including all unvested restricted stock awards) have a right to receive 0.89 shares
(the “Exchange Ratio”) of common stock of Valley, no par value (the “Valley Common Stock”),
for each share of the Registrant’s common stock held immediately prior to the Effective Time, with cash to be paid in lieu
of fractional shares. At the Effective Time, except for certain out-of-the-money options that were cancelled, each outstanding
option to purchase shares of the Registrant’s common stock, whether or not vested or exercisable, was converted into the
right to receive a cash payment (“Option Payment”). The Option Payment equaled the product of (A) the number
of shares of the Registrant’s common stock into which such stock options held were convertible and (B) the excess, if any,
of (x) the average closing price of one share of Valley common stock for the 20 trading days immediately preceding the date which
if five trading days prior to consummation of the Merger $8.44 multiplied by the Exchange Ratio less (y) the exercise price per
share of the stock options.
The foregoing description
of the Merger Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed
with the Securities and Exchange Commission (the “SEC”) on May 8, 2014, and is incorporated herein by reference.
Item 2.01. Completion
of Acquisition or Disposition of Assets.
On October 31, 2014, the
Registrant completed the Merger pursuant to the Merger Agreement. As a result of the Merger, the Registrant’s separate corporate
existence ceased and Valley continued as the surviving corporation.
In accordance with the Merger Agreement,
within five business days, Valley is obligated to send to former shareholders of the Registrant instructions to exchange
their shares of the Registrant for shares of Valley.
The disclosure
set forth in the Introductory Note and in Item 3.01 is incorporated herein by reference.
Item 3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In
connection with the consummation of the Merger, on October 31, 2014, the Registrant requested that The Nasdaq Stock Market LLC
(“Nasdaq”) file a notification on Form 25 with the SEC to request the removal of the Registrant’s common
stock from listing on Nasdaq and from registration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange
Act”). Valley, as the successor to the Registrant, intends to file with the SEC a certification on Form 15 on behalf
of the Registrant requesting the suspension of the Registrant’s reporting obligations under Sections 13 and 15(d) of the
Exchange Act.
Item 3.03. Material
Modification to Rights of Security Holders.
The disclosure
set forth in the Introductory Note and in Item 3.01 is incorporated herein by reference.
Item 5.01. Changes
in Control of Registrant.
The
aggregate consideration paid in connection with the Merger consisted of approximately 30,719,914 shares of Valley Common
Stock.
The disclosure
set forth in the Introductory Note and in Item 3.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
Exhibit Description |
|
|
2.1 |
Agreement and Plan of Merger, dated as of May 7, 2014, by and between the Registrant and Valley – incorporated herein by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K (filed 5/8/14). |
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.
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1ST UNITED BANCORP, INC. |
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Date: November 3, 2014 |
By: |
/s/ John Marino |
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John Marino, |
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President and Chief Financial Officer |
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