Current Report Filing (8-k)
August 07 2015 - 11:49AM
Edgar (US Regulatory)
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) |
|
July 31, 2015 |
Louisiana
Bancorp, Inc. |
(Exact name of registrant as specified in
its charter) |
Louisiana |
001-33573 |
20-8715162 |
(State or other jurisdiction |
(Commission
File Number) |
(IRS Employer |
|
of incorporation) |
Identification No.) |
1600
Veterans Memorial Boulevard, Metairie, Louisiana |
70005 |
(Address of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code |
|
(504) 834-1190 |
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 8.01 Other
Events.
On July
31, 2015, a putative shareholder derivative and class action lawsuit relating to the proposed merger of Louisiana Bancorp, Inc.
(“Louisiana Bancorp”) with Home Bancorp, Inc. (“Home Bancorp”), captioned Smith v. Louisiana Bancorp,
Inc., et al., was filed in the 24th Judicial District Court for the Parish of Jefferson, State of Louisiana. In addition to
Louisiana Bancorp, the complaint names as defendants each of Louisiana Bancorp’s directors as well as Home Bancorp. The complaint
alleges that the members of Louisiana Bancorp’s board of directors breached their fiduciary duties to Louisiana Bancorp’s
shareholders and/or violated Louisiana law in connection with the negotiation and approval of the merger agreement. The complaint
also alleges claims against Louisiana Bancorp and Home Bancorp for aiding and abetting these alleged breaches of fiduciary duties.
Among other relief, the plaintiff seeks to enjoin the consummation of the proposed merger or, in the event the proposed merger
is consummated, rescission thereof.
Each of
the defendants believes the claims asserted in this action are without merit and intends to vigorously defend against this lawsuit.
However, at this time, it is not possible to predict the outcome of the proceeding or its impact on Louisiana Bancorp, Home Bancorp
or the proposed merger.
In addition,
the plaintiff in the putative shareholder derivative and class action lawsuit relating to the proposed merger captioned Slemrod
v. Louisiana Bancorp, Inc., et al. has filed a motion to dismiss such lawsuit.
Additional Information About the Proposed
Merger:
Louisiana Bancorp filed
a definitive proxy statement on July 28, 2015, and will file other relevant documents, concerning the proposed merger of Louisiana
Bancorp with and into Home Bancorp with the Securities and Exchange Commission (the “SEC”). BEFORE MAKING ANY VOTING
DECISION, WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LOUISIANA BANCORP, HOME BANCORP AND THE PROPOSED MERGER.
The proxy statement was delivered to shareholders of Louisiana Bancorp on or about July 28, 2015.
Investors may obtain
these documents free of charge at the SEC’s Web site (www.sec.gov). In addition, documents filed with the SEC by Louisiana
Bancorp will be available free of charge by sending a written request to John P. LeBlanc, Chief Financial Officer, 1600 Veterans
Memorial Boulevard, Metairie, Louisiana 70005 or by phone at 504-834-1190.
Louisiana Bancorp and
its directors, executive officers and certain other members of management and employees may be deemed “participants”
in the solicitation of proxies from shareholders of Louisiana Bancorp in favor of the proposed merger. Information regarding the
persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Louisiana Bancorp
in connection with the proposed merger is set forth in the definitive proxy statement Louisiana Bancorp has filed with the SEC.
You can find information about Louisiana Bancorp’s executive officers and directors in its definitive proxy statement for
its 2015 annual meeting of shareholders filed with the SEC on April 8, 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
thereunto duly authorized.
|
LOUISIANA BANCORP, INC. |
|
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Date: August 7, 2015 |
By: |
/s/ Lawrence J. LeBon, III |
|
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Name: |
Lawrence J. LeBon, III |
|
|
Title: |
Chairman, President
and Chief Executive Officer |
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