DELANCO BANCORP, INC. (OTCMKTS:DLNO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On April 11, 2017, Delanco Bancorp, Inc. (the Company) entered
into an Agreement (the Agreement) with Stilwell Activist Fund,
L.P., Stilwell Activist Investments, L.P., Stilwell Partners,
L.P., Stilwell Value LLC and Joseph Stilwell (collectively, the
Stilwell Group) and Corissa J. Briglia. The Stilwell Group owns
approximately 9.8% of the outstanding shares of the Companys
common stock.
The Agreement provides that, upon receipt of all necessary
regulatory approvals or non-objections for the appointment of Ms.
Briglia, the Board of Directors of the Company will be expanded
by one board seat, and Ms. Briglia will be appointed to serve as
a director of the Company and its wholly owned subsidiary,
Delanco Federal Savings Bank, to serve in the class of directors
with terms expiring at the Companys 2018 Annual Meeting of
Stockholders or until her successor, if any, is elected and
qualified.
During the term of the Agreement, which is scheduled to continue
through the date of the Companys annual meeting of shareholders
in 2018, the Stilwell Group and Ms. Briglia will not, among other
things, solicit proxies in opposition to any recommendations or
proposals of the Companys Board of Directors, initiate or solicit
shareholder proposals or seek to place any additional
representatives on the Companys Board of Directors other than Ms.
Briglia (or any replacement director selected by the Stilwell
Group in the event Ms. Briglias position as a director of the
Company or the Bank is terminated during the term of the
Agreement due to her resignation, death, permanent disability or
otherwise), oppose any proposal or director nomination submitted
by the Board of Directors to the Companys shareholders, vote for
any nominee to the Companys Board of Directors other than those
nominated or supported by the Board of Directors, seek to
exercise any control or influence over the management of the
Company or the Boards of Directors of the Company or the Bank
(although nothing in the Agreement will prevent Ms. Briglia, from
expressing her views to other members of the Board at duly
convened meetings of the Boards of Directors), propose or seek to
effect a merger or sale of the Company or initiate litigation
against the Company. The Stilwell Group also agreed not to
acquire any additional shares of the outstanding Company common
stock.
In the event the Agreement is terminated prior to the Companys
annual meeting of shareholders in 2018, Ms. Briglia will be
required to resign from the Boards of Directors of the Company
and the Bank.
The foregoing description is qualified in its entirety by
reference to the full text of the Agreement, which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits
(d)The following exhibit is furnished herewith:
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Exhibit 10.1 |
Agreement, dated April 11, 2017, by and among, Delanco |
About DELANCO BANCORP, INC. (OTCMKTS:DLNO)
Delanco Bancorp, Inc. is a holding company, which operates as a community-oriented financial institution, offering financial services. The Company, through its banking subsidiary, Delanco Federal Savings Bank, is engaged in the business of attracting deposits from the general public and using such funds to originate one- to four-family real estate loans, multi-family and non-residential real estate loans, home equity loans and consumer loans, which are primarily held for investment by the Company. The Company’s investment portfolio consists of mortgage-backed securities and debt securities of government sponsored enterprises. The Company’s sources of funds include deposits, borrowings and loan repayments. The Company offers a range of deposit instruments, such as non-interest-bearing demand deposits (such as checking accounts), interest-bearing demand accounts (such as negotiable order of withdrawal and money market accounts), savings accounts and certificates of deposit. DELANCO BANCORP, INC. (OTCMKTS:DLNO) Recent Trading Information
DELANCO BANCORP, INC. (OTCMKTS:DLNO) closed its last trading session 00.00 at 12.00 with 292 shares trading hands.