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): April 1, 2015
CAPE BANCORP,
INC.
(Exact Name
of Registrant as Specified in its Charter)
Maryland |
|
001-33934 |
|
26-1294270 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission File No.) |
|
(I.R.S.
Employer
Identification
No.) |
225 North Main
Street, Cape May Court House, New Jersey |
|
08210 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (609) 465-5600
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
(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
2.01 Completion of Acquisition or Disposition of Assets
On April 1, 2015, Cape
Bancorp, Inc. (the “Company”) completed its acquisition of Colonial Financial Services, Inc. (“Colonial Financial”).
Pursuant to an Agreement and Plan of Merger by and between the Company and Colonial Financial, dated September 10, 2014 (the “Merger
Agreement”), Colonial Financial merged with and into the Company and Colonial Financial’s wholly owned subsidiary,
Colonial Bank, FSB, merged with and into the Company’s wholly owned subsidiary, Cape Bank.
Under the terms of
the Merger Agreement, Colonial Financial’s stockholders had the option to elect to receive either 1.412 shares of the Company’s
common stock or $14.50 in cash for each Colonial Financial common share, subject to proration to ensure that, in the aggregate,
50% of Colonial Financial’s common shares was converted into Company stock and the remaining 50% was exchanged for cash.
The final results of
the cash and stock election of Colonial Financial stockholders were as follows:
| · | Holders of approximately 6.3% of outstanding Colonial Financial common stock elected to receive
Company common stock in exchange for their shares; |
| · | Holders of approximately 77.0% of outstanding Colonial Financial common stock elected to receive
cash consideration in exchange for their shares; and |
| · | Holders of approximately 16.7% of outstanding Colonial Financial common stock made no election
and will receive 1.412 shares of Company common stock for each share of Colonial Financial common stock tendered. |
Because the cash consideration
was oversubscribed, a proration adjustment of 0.351 was made and Colonial Financial stockholders will receive 0.496 shares of Company
common stock and $9.41 in cash for each share of Colonial Financial common stock for which they made a valid cash election. Colonial
Financial stockholders who elected to receive stock consideration will receive 1.412 shares of Company common stock for each share
of Colonial Financial common stock for which they made a valid stock election. Colonial Financial stockholders who expressed no
preference or who did not make a valid election will receive 1.412 shares of Company common stock for each share of Colonial Financial
common stock tendered.
The foregoing description
of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement,
as filed in a Current Report on Form 8-K with the Securities and Exchange Commission on September 11, 2014.
A copy of the press
release announcing the consummation of the merger is filed herewith as Exhibit 99.1.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(d) On
April 1, 2015 and pursuant to the terms of the Merger Agreement, Hugh J. McCaffrey and Gregory J. Facemyer were each appointed
to the Boards of Directors of the Company and Cape Bank. Messrs. McCaffrey and Facemyer previously served on the Board of Directors
of Colonial Financial. The Board has not determined the committees to which Messrs. McCaffrey and Facemyer will be appointed. Neither
Mr. McCaffrey nor Mr. Facemyer is a party to any transaction with the Company or Cape Bank that would require disclosure under
Item 404(a) of Regulation S-K.
Item 9.01 Financial
Statements and Exhibits
(a) |
Financial statements of businesses acquired. Not Applicable. |
|
|
(b) |
Pro forma financial information. Not Applicable. |
|
|
(c) |
Shell company transactions: Not Applicable. |
|
|
(d) |
Exhibits. |
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release dated April 1, 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,
hereunto duly authorized.
|
|
CAPE BANCORP, INC. |
|
|
|
DATE: April 1, 2015 |
By: |
/s/ Michael D. Devlin |
|
|
Michael D. Devlin |
|
|
President and Chief Executive Officer |
Exhibit 99.1
NEWS RELEASE
Date: April 1, 2015
Contact:
Cape Bancorp, Inc.
Michael D. Devlin, (609) 465-5600
President & Chief Executive Officer
Cape Bancorp, Inc. Announces Completion of
Merger with Colonial Financial Services, Inc. of Vineland, NJ
CAPE MAY COURT HOUSE, NEW JERSEY – Cape Bancorp, Inc. (“Cape
Bancorp” or the “Company”) (NASDAQ: CBNJ), the holding company for Cape Bank, announced today that it has successfully
completed its acquisition of Colonial Financial Services, Inc. (“Colonial”) (NASDAQ: COBK).
As part of the agreement, Colonial merged with and into Cape Bancorp,
and Colonial Bank, FSB, a wholly-owned subsidiary of Colonial, merged with and into Cape Bank. The former locations of Colonial
Bank, FSB will be operated as financial centers of Cape Bank under the name of Colonial Bank, FSB until system conversions are
completed in May of 2015.
The acquisition was first announced on September 10, 2014. Cape
Bancorp and Colonial shareholders approved the acquisition on March 18, 2015 and all regulatory approvals have been received.
With the acquisition, Cape Bancorp now has 22 banking centers throughout
Southern New Jersey and assets of approximately $1.6 billion.
Michael D. Devlin, President and CEO of Cape Bancorp, commented,
“Cape Bancorp is pleased to announce the completion of its acquisition of Colonial Financial Services and Colonial Bank,
FSB. The transaction increases our asset size by approximately 50%
and will help Cape Bancorp deliver value to its shareholders through increased operating scale and cost efficiencies.”
ABOUT CAPE BANCORP, INC.
Cape Bancorp, Inc. with total assets of $1.1 billion at December
31, 2014, is the parent company of Cape Bank, a New Jersey chartered savings bank providing a complete line of business and personal
banking products through its fourteen full service offices located throughout Atlantic and Cape May counties in Southern New Jersey,
including its main office located at 225 North Main Street, Cape May Court House, New Jersey, one drive-up teller/ATM operation
in Atlantic County, three market development offices (“MDOs”) located in Burlington, Cape May and Atlantic Counties
in New Jersey, and two MDOs in Pennsylvania servicing the five county Philadelphia market located in Radnor, Delaware County and
in Philadelphia. Cape Bancorp can be contacted at (609) 465-5600 or 225 North Main Street, Cape May Court House, New Jersey. To
learn more about Cape Bancorp, please visit www.capebanknj.com.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but rather statements
based on the Company's current expectations regarding our business strategies and their intended results and future performance.
Forward-looking statements are preceded by terms such as "expects," "believes," "anticipates," "intends"
and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as
"will," "would," "should," "could," or "may."
Forward-looking statements are not guarantees of future performance.
Numerous risks and uncertainties could cause or contribute to the Company's actual results, performance, and achievements to be
materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to
these differences include, without limitation, the Company's failure to integrate Colonial Financial Services, Inc. and Colonial
Bank, FSB in
accordance with expectations; deviations from performance expectations
related to Colonial Financial Services, Inc. and Colonial Bank, FSB; general economic conditions, including changes in market interest
rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; competitive conditions
in the banking markets served by the Company's subsidiaries; the adequacy of the allowance for losses on loans and the level of
future provisions for losses on loans; and other factors disclosed periodically in the Company's filings with the Securities and
Exchange Commission.
Because of the risks and uncertainties inherent in forward-looking
statements, readers are cautioned not to place undue reliance on them, whether included in this report or made elsewhere from time
to time by the Company or on the Company's behalf. The Company assumes no obligation to update any forward-looking statements.
Source: Cape Bancorp, Inc.
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