Current Report Filing (8-k)
June 07 2019 - 5:12PM
Edgar (US Regulatory)
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): June 7, 2019
STEWARDSHIP
FINANCIAL CORPORATION
(Exact Name of
Registrant as Specified in Its Charter)
New Jersey
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1-33377
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22-3351447
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation or organization)
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File Number)
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Identification No.)
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630 Godwin
Avenue, Midland Park, NJ 07432
(Address of principal
executive offices) (Zip Code)
(201) 444-7100
(Registrant’s
telephone number, including area code)
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:
o
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
x
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))
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, no par value
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SSFN
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The
Nasdaq Stock Market LLC
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Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
o
On
June 7, 2019, Stewardship (“Stewardship”) and Columbia Financial, Inc. (“Columbia”), the parent company
of Columbia Bank, a federally chartered savings bank, issued a joint press release announcing that Stewardship and Columbia had
entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for, among other things, the merger
(the “Merger”) of Stewardship with Columbia. Pursuant to and subject to the terms of the Merger Agreement shareholders
of Stewardship will receive $15.75 in cash for each share of Stewardship common stock held. The consummation of the Merger is
subject to customary closing conditions, including, but not limited to, (i) receipt of the requisite approval of Stewardship’s
shareholders, (ii) receipt of all required regulatory approvals and (iii) the absence of any law or order prohibiting the closing.
In addition, each party’s obligation to consummate the Merger is subject to certain other customary conditions, including
(i) the accuracy of the representations and warranties of the other party subject to certain materiality standards and (ii) compliance
in all material respects by the other party with its covenants.
On
June 7, 2019, Stewardship sent an interoffice memorandum to its employees regarding the Merger which is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
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Item 9.01
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Financial Statements
and Other Exhibits
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Forward-Looking
Statements
Certain
statements herein constitute forward-looking statements within the meaning of Section 21E of the Exchange Act and are intended
to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified
by words such as “believes,” “will,” “would,” “expects,” “project,”
“may,” “could,” “developments,” “strategic,” “launching,” “opportunities,”
“anticipates,” “estimates,” “intends,” “plans,” “targets” and similar
expressions. These statements are based upon the current beliefs and expectations of Stewardship’s management and are subject
to significant risks and uncertainties.
Actual
results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. The following
factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking
statements: (i) governmental approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed in connection
with governmental approvals of the Merger or otherwise; (ii) the shareholders of Stewardship may fail to approve the Merger; and
(iii) changes in legislation, regulations and policies may prohibit, restrict or delay the Merger. Additional factors that could
cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Stewardship’s
and Columbia’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website
(www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters
attributable to Stewardship and Columbia or any person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. Except as required by law, Stewardship and Columbia do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
Additional
Information about the Proposed Merger and Where to Find It
In
connection with the proposed Merger, Stewardship will file a proxy statement with the SEC. Columbia will also file relevant materials
in connection with its proposed acquisition of Stewardship.
Shareholders of Stewardship are urged to read the proxy statement
and other relevant documents and any amendments or supplements to those documents, because they will contain important information
which should be considered before making any decision regarding the transaction
. A free copy of the proxy statement,
as well as other filings containing information about Stewardship and Columbia, when they become available, may be obtained at
the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement may also be obtained, free of charge, from Stewardship’s
website at www.asbnow.bank under the “Investor Relations” tab or by directing a request to the Secretary of Stewardship
at 630 Godwin Avenue, Midland Park, New Jersey 07432-1405.
Certain
Information Regarding Participants
Stewardship
and Columbia and their respective directors, executive officers and other members of management and employees may be deemed to
be participants in the solicitation of proxies of Stewardship shareholders in connection with the proposed Merger. You can find
information about Stewardship’s and Columbia’s executive officers and directors in the materials filed by Stewardship
and Columbia with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed
participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may
be obtained by reading the proxy statement filed by Stewardship with the SEC on April 3, 2019, the proxy statement of Columbia
filed with the SEC on April 22, 2019 and other relevant documents regarding the proposed Merger to be filed with the SEC. Free
copies of these documents may be obtained as described in the preceding paragraph.
SIGNATURE
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.
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STEWARDSHIP FINANCIAL CORPORATION
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Date: June 7, 2019
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By:
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/s/
Claire M. Chadwick
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Name: Claire M. Chadwick
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Title: Executive Vice President and
Chief Financial Officer
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