Current Report Filing (8-k)
November 01 2019 - 7:51AM
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): November 1, 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)
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))
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
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Item 2.01
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Completion of Acquisition
or Disposition of Assets.
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On
November 1, 2019, Stewardship Financial Corporation (the “Company”) completed its previously announced merger with
Columbia Financial, Inc. (“Columbia Financial”) pursuant to the Agreement and Plan of Merger, dated as of June 6,
2019 (the “Merger Agreement”), by and among the Company, Columbia Financial and Broadway Acquisition Corp., a wholly-owned
subsidiary of Columbia Financial (“Merger Sub”).
In
accordance with the Merger Agreement, Merger Sub merged with and into the Company (the “First-Step Merger”), with
the Company remaining as the surviving entity, and, thereafter, immediately following the effective time of the First-Step Merger,
the Company merged with and into Columbia Financial, with Columbia Financial remaining as the surviving entity (the “Second-Step
Merger”, together with the First-Step Merger, the “Merger”). Immediately following the consummation of the Merger,
Atlantic Stewardship Bank, our wholly-owned subsidiary and a New Jersey state-chartered bank, merged with and into Columbia Bank,
a wholly-owned subsidiary of Columbia Financial, with Columbia Bank remaining as the surviving bank.
At
the effective time of the First-Step Merger, each outstanding share of the Company’s common stock, no par value (the “Common
Stock”) except for treasury shares held by the Company and shares held, other than in a fiduciary capacity or in satisfaction
of a debt previously contracted, by Columbia Financial, was converted into the right to receive from Columbia Financial $15.75,
in cash, without interest (the “Merger Consideration”). In addition, each share of the Company’s unvested restricted
stock fully vested and was converted into the right to receive, without interest, the Merger Consideration, net of applicable
withholding tax.
In
connection with the Merger, each of Columbia Financial and Columbia Bank increased the size of its Board of Directors by one member
and appointed Paul Van Ostenbridge, the Company’s President, Chief Executive Officer and long-standing director, to serve
on its Board of Directors.
The
foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed on June 7, 2019.
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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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On
October 31, 2019, in connection with the completion of the Merger, the Company requested that NASDAQ Capital Market (“NASDAQ”)
suspend trading of its Common Stock, and requested that NASDAQ file a Form 25 with the Securities and Exchange Commission (the
“SEC”) to remove the Common Stock from listing on NASDAQ and to deregister the Common Stock pursuant to Section 12(b)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additionally, Columbia Financial, the Company’s
successor-by-merger, intends to file with the SEC a Form 15 requesting the termination of registration of the Common Stock under
Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13 and Section
15(d) of the Exchange Act.
The
information set forth in Item 2.01 is incorporated herein by reference.
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Item 3.03
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Material Modification
to the Rights of Security Holders.
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As
a result of the Merger, each holder of the Common Stock of the Company ceased to have any rights as a shareholder of the Company
other than the right to receive the Merger Consideration as set forth in the Merger Agreement.
The
information set forth in Items 2.01, 3.01 and 5.03 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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As
a result of the Merger, a change in control of the Company has occurred. At the effective time of the First-Step Merger, the Company
became a wholly-owned subsidiary of Columbia Financial and at the effective time of the Second-Step Merger, the Company merged
with and into Columbia Financial, with Columbia Financial remaining as the surviving entity.
The
information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference herein.
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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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Upon
completion of the Merger, the Company’s directors and executive officers ceased serving in such capacities.
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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 of the Merger, the Certificate of Incorporation of and the Bylaws of the Company ceased to be in effect.
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Item 9.01
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Financial Statements
and Exhibits.
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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: November 1, 2019
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By:
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/s/ Claire M. Chadwick
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Name:
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Claire M. Chadwick
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Title:
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Executive Vice President and
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Chief Financial Officer
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