- Current report filing (8-K)
19 April 2011 - 7:26AM
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): April 15, 2011
NEWALLIANCE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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1-32007
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52-2407114
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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195 Church Street
New Haven, Connecticut
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06510
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(203)787-1111
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N/A
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(Former name or former address if changed since last report.)
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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:
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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 CFR 240.13e-4(c))
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Introductory Note
On April 15, 2011, pursuant to the terms the Agreement and Plan of Merger, dated August 18, 2010, as amended
September 27, 2010 (the Merger Agreement) among NewAlliance Bancshares, Inc. (NewAlliance), First Niagara Financial
Group, Inc. (First Niagara), and FNFG Merger Sub, Inc., a wholly owned subsidiary of First Niagara (Merger Sub),
Merger Sub merged with and into NewAlliance, whereupon the separate corporate existence of Merger Sub ceased and
NewAlliance became a wholly-owned subsidiary of First Niagara (the Merger). Following the consummation of the
Merger, NewAlliance was merged with and into First Niagara, whereupon the separate corporate existence of NewAlliance
ceased.
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 consummation of the Merger, NewAlliance notified the New York Stock Exchange (the NYSE)
on April 15, 2011 of such consummation and requested that the NYSE file with the Securities and Exchange Commission a
notification of removal from listing on Form 25 to report that the shares of NewAlliances common stock are no longer
listed on the NYSE. The disclosure under Item 3.03 is incorporated herein by reference.
Item 3.03.
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Material Modification to Rights of Security Holders.
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The stockholders of NewAlliance approved the adoption of the Merger Agreement at NewAlliances Special Meeting of
Stockholders held on December 20, 2010, and the Merger was consummated on April 15, 2011.
Under the terms of the Merger Agreement, each outstanding share of common stock of NewAlliance (each, a
NewAlliance Share) was cancelled and converted into the right to receive, at the holders election, either 1.10
shares of common stock of First Niagara or $14.28 in cash, without interest, subject to adjustment, election and
allocation procedures specified in the Merger Agreement, which provides that an aggregate 86% of such outstanding
NewAlliance Shares will be converted into the right to receive common stock of First Niagara and an aggregate 14% of
such outstanding NewAlliance Shares will be converted into the right to receive cash.
Upon the effective time of the Merger, holders of NewAlliances common stock immediately prior to the effective
time of the Merger ceased to have any rights as stockholders of NewAlliance (other than their right to receive the
merger consideration).
The foregoing summary of the Merger Agreement, and the transaction contemplated thereby, does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached
as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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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 of control of NewAlliance occurred, and Merger Sub merged with and into
NewAlliance, with NewAlliance continuing as the surviving corporation and a wholly-owned subsidiary of First
Niagara. As described in the Introductory Note above, following the consummation of the Merger on April 15, 2011,
NewAlliance was merged with and into First Niagara, whereupon the separate corporate existence of NewAlliance ceased.
The disclosure under Item 3.03 is incorporated herein by reference.
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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Pursuant to the Merger Agreement, at the effective time of the Merger, all of the members of NewAlliances board
of directors resigned and were replaced by the directors of Merger Sub at the effective time of the Merger. As
described in the Introductory Note above, following the consummation of the Merger on April 15, 2011, NewAlliance was
merged with and into First Niagara, whereupon the separate corporate existence of NewAlliance ceased.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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2.1
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Agreement and Plan of Merger dated as of August 18,2010 by and among
First Niagara Financial Group, Inc., NewAlliance Bancshares, Inc. and
FNFG Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1
of NewAlliances Current Report of Form 8-K, filed on August 20, 2010).
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2.2
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First Amendment to the Agreement and Plan of Merger dated as of
September 27, 2010 by and among First Niagara Financial Group, Inc.,
NewAlliance Bancshares, Inc. and FNFG Merger Sub, Inc. (incorporated
herein by reference to NewAlliances Proxy Statement on Form 14A, filed
November 5, 2010, Appendix A2, File No. 001-32007).
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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, thereunto duly authorized.
FIRST NIAGARA FINANCIAL GROUP, INC.
(successor to NewAlliance Bancshares, Inc.)
DATE: April 18, 2011
By:
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s/ Gregory W. Norwood
Gregory W. Norwood
Chief Financial Officer
(Duly authorized representative)
Exhibit Index
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger dated as of August 18,2010 by and
among First Niagara Financial Group, Inc., NewAlliance
Bancshares, Inc. and FNFG Merger Sub, Inc. (incorporated herein
by reference to Exhibit 2.1 of NewAlliances Current Report of
Form 8-K, filed on August 20, 2010).
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2.2
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First Amendment to the Agreement and Plan of Merger dated as of
September 27, 2010 by and among First Niagara Financial Group,
Inc., NewAlliance Bancshares, Inc. and FNFG Merger Sub, Inc.
(incorporated herein by reference to NewAlliances Proxy
Statement on Form 14A, filed November 5, 2010, Appendix A2, File
No. 001-32007).
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