Current Report Filing (8-k)
25 December 2015 - 5:07AM
Edgar (US Regulatory)
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):
December 23, 2015
PSB Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Federal |
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0-50970 |
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42-1597948 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File No.) |
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(I.R.S. Employer
Identification No.) |
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40 Main Street, Putnam, Connecticut |
06260 |
(Address of Principal Executive Offices) |
(Zip Code) |
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(860) 928-6501
(Registrant’s telephone number, including
area code)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c)) |
FORWARD-LOOKING STATEMENTS
This Current Report contains certain forward-looking
statements about the conversion from the mutual holding company to the
stock holding company form of organization (the “Conversion”) of PSB Holdings, Inc. (the “Company”).
Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do
not relate strictly to historical or current facts. They often include words such as “believe,” “expect,”
“anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,”
“would,” “should,” “could,” or “may.” Forward-looking statements, by their nature,
are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results
include delays in consummation of the Conversion, changes in general economic conditions or conditions within the securities markets,
confirmation of final offering proceeds, and legislative and regulatory changes that could adversely affect our business.
Item 5.07 |
Submission
of Matters to a Vote of Security Holders |
(a)
A special meeting of the Company’s stockholders was held on December 23, 2015 to consider and vote upon Putnam
Bancorp, MHC’s Plan of Conversion and Reorganization (the “Plan”) providing for the Conversion, and to consider
and vote on related matters.
(b) The specific matters considered and voted on by the stockholders
at the special meeting and the votes of the stockholders were as follows:
Proposal No. 1
The approval of a plan of conversion and reorganization whereby
Putnam Bancorp, MHC and PSB Holdings, Inc. will convert and reorganize from the mutual holding company structure to the stock holding
company structure.
For | |
Against | |
Abstain | |
Broker
Non-Votes |
| 5,626,507 | | |
| 11,233 | | |
| 163,273 | | |
| — | |
Proposal No. 2
The approval of the adjournment of the special meeting, if necessary,
to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the
plan of conversion and reorganization.
For | |
Against | |
Abstain | |
Broker
Non-Votes |
| 5,737,001 | | |
| 34,352 | | |
| 29,660 | | |
| — | |
Proposal No. 3
The approval of a provision in PB Bancorp’s articles of incorporation
requiring a super-majority vote of stockholders to approve certain amendments to PB Bancorp’s articles of incorporation.
For | |
Against | |
Abstain | |
Broker
Non-Votes |
| 5,282,994 | | |
| 366,912 | | |
| 151,107 | | |
| — | |
Proposal No. 4
The approval of a provision in PB Bancorp’s
articles of incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to PB Bancorp’s
bylaws.
For | |
Against | |
Abstain | |
Broker
Non-Votes |
| 5,184,358 | | |
| 473,148 | | |
| 143,507 | | |
| — | |
Proposal No. 5
The approval of a provision in PB Bancorp’s
articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of PB Bancorp’s outstanding
voting stock.
For | |
Against | |
Abstain | |
Broker
Non-Votes |
| 5,237,522 | | |
| 419,683 | | |
| 143,808 | | |
| — | |
On December 23, 2015, the depositors of Putnam
Bank also approved the Plan.
In
addition, PB Bancorp, Inc. (“PB Bancorp”), the proposed successor holding company for Putnam Bank, has completed
the subscription offering being conducted in connection with the Conversion. Based on the results of the subscription offering,
PB Bancorp will not conduct a community offering or a syndicated community offering. PB Bancorp anticipates that the offering will
be completed at the adjusted maximum of the offering range, as adjusted to reflect actual assets held by Putnam Bancorp, MHC. Subject
to the receipt of customary regulatory approvals, the closing of the offering and Conversion is expected to occur in early January
2016.
Item 9.01 |
Financial Statements and Exhibits |
None
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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PSB HOLDINGS, INC. |
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DATE: December 24, 2015 |
By: |
/s/ Robert J. Halloran, Jr. |
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Robert J. Halloran, Jr. Executive Vice President and Chief Financial Officer |
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