Current Report Filing (8-k)
January 03 2022 - 8:10AM
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2021-12-27
2021-12-27
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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): December 27, 2021
Bryn Mawr
Bank Corporation
(Exact Name
of Registrant as specified in its charter)
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Pennsylvania
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001-35746
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23-2434506
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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801 Lancaster
Avenue, Bryn Mawr, Pennsylvania 19010
(Address of
Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: 610-525-1700
None
(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):
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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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, $1 par value
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BMTC
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The
NASDAQ Stock Market
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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
Introductory
Note
This Current Report on Form 8-K is
being filed in connection with the closing on January 1, 2022 (the “Closing Date”) of the transactions contemplated
by that certain Agreement and Plan of Merger, dated as of March 9, 2021 (the “Merger Agreement”), by and between WSFS
Financial Corporation, a Delaware corporation (“WSFS”), and Bryn Mawr Bank Corporation, a Pennsylvania corporation
(“Bryn Mawr”). Pursuant to the Merger Agreement, Bryn Mawr merged with and into WSFS, with WSFS continuing as the
surviving corporation (the “Merger”), effective as of the Closing Date.
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Item 2.01
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Completion of Acquisition
or Disposition of Assets.
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Effective January 1, 2022, Bryn Mawr
completed the previously announced Merger. On the Closing Date, Bryn Mawr merged with and into WSFS, with WSFS continuing as the
surviving corporation. Upon the closing of the Merger, the separate existence of Bryn Mawr ceased.
Immediately prior to the Merger,
The Bryn Mawr Trust Company, a Pennsylvania chartered bank and wholly owned subsidiary of Bryn Mawr (“Bryn Mawr Bank”),
converted into a federal savings bank, and simultaneously with the Merger, the Bryn Mawr Bank merged with and into Wilmington
Savings Fund Society, FSB, a federal savings bank and wholly owned subsidiary of WSFS (“WSFS Bank”), with WSFS Bank
continuing as the surviving bank (the “Bank Merger”). Upon the closing of the Bank Merger, the separate existence
of Bryn Mawr Bank ceased.
Pursuant to the Merger Agreement,
at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share,
of Bryn Mawr (“Bryn Mawr Common Stock”) issued and outstanding immediately prior to the Effective Time, other than
certain shares held by Bryn Mawr or WSFS, was converted into the right to receive 0.90 of a share (the “Exchange Ratio”
and such shares, the “Merger Consideration”) of common stock, par value $0.01 per share, of WSFS (“WSFS Common
Stock”),with cash paid in lieu of fractional shares.
Pursuant to the Merger Agreement,
at the Effective Time, each outstanding Bryn Mawr equity award granted under Bryn Mawr’s equity compensation plans that
was either outstanding or subject to a restricted stock unit immediately prior to the Effective Time, fully vested, with any performance-based
vesting condition applicable to such Bryn Mawr restricted stock award deemed to have been fully achieved (or achieved at the target
level if more than one level of achievement has been contemplated), and was cancelled and converted into the right to receive
the Merger Consideration.
The foregoing description of the
Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
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Item 3.01
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Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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In connection with the closing of
the Merger, on December 31, 2021, Bryn Mawr notified The Nasdaq Stock Market LLC (“Nasdaq”) that the transactions
contemplated by the Merger Agreement were expected to close on January 1, 2022. Bryn Mawr requested that Nasdaq (i) suspend trading
of Bryn Mawr Common Stock following the after-market session on December 31, 2021, (ii) withdraw Bryn Mawr Common Stock from listing
on Nasdaq prior to the opening of trading on January 3, 2022, the first trading day following the notice provided on December
31, 2021 and (iii) file with the Securities and Exchange Commission (the “SEC”) notification of delisting of Bryn
Mawr Common Stock on Form 25 and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). As a result, Bryn Mawr Common Stock will no longer be listed on Nasdaq.
Additionally, WSFS, as successor
to Bryn Mawr, intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the deregistration of
Bryn Mawr Common Stock under Section 12(g) of the Exchange Act and the suspension of Bryn Mawr’s reporting obligations under
Sections 13 and 15(d) of the Exchange Act as promptly as practicable.
The information set forth under this
Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
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Item 3.03
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Material Modification
to Rights of Security Holders.
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As of the Effective Time, each holder
of a certificate or book-entry share representing any shares of Bryn Mawr Common Stock ceased to have any rights with respect
thereto, except the right to receive the consideration as described above under Item 2.01 and subject to the terms and conditions
set forth in the Merger Agreement.
The information set forth under Item
2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.01
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Changes in Control of
Registrant.
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On January 1, 2022, Bryn Mawr was
merged with and into WSFS pursuant to the Merger Agreement, with WSFS continuing as the surviving corporation.
The information set forth under Item
2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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Item 5.02
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers.
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As of the Effective Time, in accordance
with the terms of the Merger Agreement, all of Bryn Mawr’s directors ceased serving as directors of Bryn Mawr, and three
former directors of Bryn Mawr were appointed by the board of directors of WSFS (the “WSFS Board”) to serve as directors
of WSFS: Francis J. Leto, who was the President and Chief Executive Officer and a director of Bryn Mawr immediately prior to the
Effective Time, Lynn B. McKee and Diego F. Calderin, who were directors of Bryn Mawr immediately prior to the Effective Time. As of
the Effective Time, all of Bryn Mawr’s executive officers ceased serving as executive officers of Bryn Mawr.
Bryn Mawr’s named executive
officers Francis J. Leto, Michael W. Harrington, Liam M. Brickley, Jennifer D. Fox, and F. Kevin Tylus were each a party to respective
change-of-control severance agreements under which, if, within 24 months after a change-of-control of Bryn Mawr, the executive
is involuntarily terminated without cause (as defined in the agreement) or voluntarily terminates employment with good reason
(as defined in the agreement), he or she would be entitled to receive a lump sum severance payment equal to two or three times,
as the case may be, the executive’s base salary. In addition, each executive would also be entitled to all accrued but unused
vacation time and any unpaid amounts earned under the executive’s annual incentive award. Pursuant to the change-of-control
severance agreements, the executive would also be provided continued medical, dental and life insurance coverage for up to 36
months following termination of employment and career counseling services.
In connection with the Merger, Bryn
Mawr terminated the change-of-control severance agreements with Bryn Mawr’s named executive officers Messrs. Leto, Brickley,
Harrington, and Tylus and Ms. Fox effective as of and contingent on the closing of the Merger.
A description of the arrangements
regarding Messrs. Leto, Brickley, Harrington, and Tylus and Ms. Fox is set forth in the section titled “Interests of Bryn
Mawr’s Directors and Executive Officers in the Mergers” of the Registration Statement and such description is incorporated
herein by reference.
On December 27, 2021, Jennifer D.
Fox entered into a restricted stock unit surrender agreement (the “Surrender Agreement”) with Bryn Mawr surrendering
and forfeiting back to Bryn Mawr all outstanding time and performance-based restricted stock units granted to Ms. Fox pursuant
to separate Bryn Mawr Bank Corporation Restricted Stock Unit Agreements by and between Ms. Fox and Bryn Mawr. As consideration
for the surrender, waiver and release described in the Surrender Agreement, Bryn Mawr will pay Ms. Fox $1,379,029.70. Pursuant
to the Surrender Agreement, the surrender and forfeiture back to Bryn Mawr was effective as of December 31, 2021.
The foregoing summary description
of the Surrender Agreement does not purport to be complete and is entirely qualified by reference to the terms of the Surrender
Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference
into this Item 5.02.
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Item 5.03
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Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
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As of the Effective Time, the Amended
and Restated Articles of Incorporation and the Amended and Restated By-Laws of Bryn Mawr ceased to be in effect by operation of
law and the organizational documents of WSFS became the Amended and Restated Certificate of Incorporation, as amended, and Amended
and Restated Bylaws of the surviving corporation in accordance with the terms of the Merger Agreement. A copy of the Amended and
Restated Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of WSFS are filed as Exhibits 3.1 and 3.2
to this Current Report on Form 8-K and are incorporated herein by reference.
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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Item 9.01
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Financial Statements and
Exhibits.
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104
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Cover Page Interactive Data
File (embedded within the Inline XBRL document)
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* Schedules have been omitted pursuant
to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Commission upon request;
provided, however, that confidential treatment may be requested pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,
as amended, for any document so furnished.
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 hereunto duly authorized.
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WSFS
Financial Corporation,
as successor-in-interest
to Bryn Mawr Bank Corporation
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By:
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/s/
Dominic C. Canuso
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Dominic C. Canuso
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Executive Vice President and Chief Financial
Officer
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Date: January 3,
2022
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