Filed Pursuant to Rule 424(b)(3)
Registration No. 333-235411
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EMPIRE BANCORP, INC.
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FLUSHING FINANCIAL CORPORATION
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PROXY STATEMENT/PROSPECTUS
AMENDMENT PROPOSEDYOUR VOTE IS VERY IMPORTANT
On
August 14, 2020, Flushing Financial Corporation, a Delaware corporation (which we refer to as Flushing), Lighthouse Acquisition Co., Inc., a New York corporation and a wholly owned subsidiary of Flushing (which we refer to as
Merger Sub), and Empire Bancorp, Inc., a New York corporation (which we refer to as Empire), entered into Amendment No. 2 (which we refer to as the amendment) to the Agreement and Plan of Merger, dated as of
October 24, 2019 (which we refer to as the original merger agreement), as previously amended by Amendment No. 1 dated December 6, 2019 (which we refer to as amendment no. 1). We collectively refer to the
original merger agreement, as amended by amendment no. 1, as the merger agreement, and as further amended by the amendment, the amended merger agreement. The merger agreement, which provides for the combination of Empire and
Flushing, was approved by Empire shareholders on February 27, 2020. The amendment provides that, among other things, the respective obligations of Flushing and Empire to complete the merger (as defined below) are no longer conditioned upon the
receipt of tax opinions that the merger will qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the Code). The amendment also extended
the date after which either party may terminate the merger agreement if the merger has not been completed from July 31, 2020 to December 31, 2020 and added as a condition to the closing of the merger the receipt of the approval of the amendment by
the Empire shareholders.
Under the terms of the amended merger agreement, (i) Merger Sub will merge with and into Empire (which we
refer to as the first-step merger), with Empire continuing as the surviving corporation in the first-step merger and as a wholly owned subsidiary of Flushing, (ii) substantially simultaneously with but immediately following the
completion of the first-step merger, Empire will merge with and into Flushing (which we refer to as the second-step merger and, together with the first-step merger, the merger), with Flushing as the surviving corporation in
the second-step merger, and (iii) substantially simultaneously with but immediately following the completion of the second-step merger, Empire National Bank, a national banking association and a wholly-owned subsidiary of Empire (which we refer
to as Empire Bank), will merge with and into Flushing Bank, a New York state-chartered bank and a wholly-owned subsidiary of Flushing (which we refer to as Flushing Bank), with Flushing Bank being the surviving bank (which we
refer to as the bank merger).
At the effective time of the merger (which we refer to as the effective time), each
share of voting common stock, $0.01 par value per share, of Empire (which we refer to as Empire voting common stock), and each share of non-voting common stock, $0.01 par value per share, of Empire
(which we refer to as Empire non-voting common stock and, collectively with the Empire voting common stock, the Empire common stock), issued and outstanding immediately prior to the
effective time, except for shares of Empire common stock held by Empire as treasury stock, certain shares held by Flushing, if any, and shares held by Empire shareholders who properly exercise their rights under applicable law to dissent from the
merger, will be converted into the right to receive either (i) 0.6548 shares (which we refer to as the exchange ratio) of common stock, $0.01 par value per share, of Flushing (which we refer to as Flushing common stock,
and such shares as the stock consideration), or (ii) $14.04 in cash, without interest (which we refer to as the cash consideration and, together with the stock consideration, the merger consideration). Neither the
exchange ratio nor the per share cash consideration has been altered by the amendment. The form of merger consideration to be received in exchange for each outstanding share of Empire common stock will be determined based upon the election of each
Empire shareholder, subject to the election, allocation and proration procedures specified in the amended merger agreement, which provide for an aggregate split of total consideration consisting of 50% Flushing common stock and 50% cash, as
described beginning on page 89 of this proxy statement/prospectus.
The per share cash consideration is fixed at $14.04 and will not
change; however, the market value of the per share stock consideration will fluctuate with the market price of Flushing common stock both prior to and after the time Empire shareholders vote on the merger. Flushing common stock is traded on the
NASDAQ Global Select Market (which we refer to as the NASDAQ) under the symbol FFIC. Empire common stock is traded on the OTCQX under the symbol EMPK. Based on the closing price of Flushing common stock of $12.01
on August 14, 2020, the last trading day before the date of the public announcement of the amendment, the exchange ratio represented approximately $7.86 in value for each share of Empire common stock. Based on the closing price of Flushing
common stock of $22.06 on October 24, 2019, the last trading day before the date of the public announcement of the merger, the exchange ratio represented approximately $14.44 in value for each share of Empire common stock. Based on
Flushings closing price of $11.82 on September 17, 2020, the latest practicable trading day before the date of this proxy statement/prospectus, the exchange ratio represented approximately $7.74 in value for each share of Empire common
stock. Based on the exchange ratio and the number of shares of Empire common stock currently outstanding, including unvested shares of restricted stock which will vest upon the closing of the merger, the maximum number of shares of Flushing common
stock issuable in the merger is 2,557,745. We urge you to obtain current market quotations for Flushing common stock and Empire common stock.
Empire will hold a special meeting of its shareholders (which we refer to as the special meeting) in connection with the amendment.
Holders of Empire voting common stock will be asked to vote to adopt and approve the amendment and the transactions contemplated by the amended merger agreement, as described in this proxy statement/prospectus. Adoption and approval of the amendment
and the transactions contemplated by the amended merger agreement require the affirmative vote of the holders of a majority of the outstanding shares of Empire voting common stock entitled to vote at the special meeting.
The holders of outstanding shares of Empire non-voting common stock are not entitled or permitted to
vote any shares of Empire non-voting common stock at the special meeting.
The special meeting will
be held on October 27, 2020, at 10:00 a.m. local time, at the main office of Empire, located at 1707 Veterans Highway, Islandia, New York 11749. In the interest of the health and safety of Empires shareholders, employees, and communities,
and in light of further developments regarding the coronavirus (COVID-19) and guidance from the Centers for Disease Control and Prevention, the World Health Organization, and federal, state and local public health authorities, Empires board of
directors has approved arrangements to enable Empire shareholders to participate at the special meeting remotely through Empires virtual meeting website, and Empire strongly encourages all Empire shareholders desiring to participate at the
special meeting to do so in this manner. If a formal public health directive in effect at the time of the special meeting permits Empire shareholder meetings in a virtual-only format, Empire shareholders will not be able to physically attend the
special meeting and will be able to participate at the meeting solely through Empires virtual meeting website.
Empires board
of directors unanimously recommends that holders of Empire voting common stock vote FOR the proposal to adopt and approve the amendment and the transactions contemplated by the amended merger agreement and FOR the proposal to
adjourn the special meeting to a later date or dates, if necessary or appropriate, including to permit further solicitation of proxies in favor of the amendment proposal if there are not sufficient votes to approve it.
This proxy statement/prospectus describes the special meeting, the merger, the amendment, the documents related to the merger and the
amendment and other related matters. Please carefully read the entire proxy statement/prospectus, including Risk Factors, beginning on page 31, for a discussion of the risks relating to the proposed merger.
You also can obtain information about Flushing from documents that it has filed with the Securities and Exchange Commission (which we refer to as the SEC).
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon
the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
The
securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Flushing or Empire, and they are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency.
The date of this proxy statement/prospectus is
September 21, 2020, and it is first being mailed or otherwise delivered to the shareholders of Empire on or about September 25, 2020.