GEORGETOWN BANCORP, INC. (NASDAQ:GTWN) Files An 8-K Completion of Acquisition or Disposition of Assets

GEORGETOWN BANCORP, INC. (NASDAQ:GTWN) Files An 8-K Completion of Acquisition or Disposition of AssetsITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS 

Georgetown Bancorp, Inc. (the “Company”) completed its merger (the “Merger”) with Bright Star, Inc., a subsidiary of Salem Five Bancorp (“Salem Five”), effective as of 11:57 p.m. on May 23, 2017 (the “Effective Time”), to an Agreement and Plan of Merger, dated as of October 5, 2016, by and among Salem Five, Bright Star, Inc. and the Company (the “Merger Agreement”). As a result of the consummation of the transactions contemplated by the Merger Agreement, as of the Effective Time, each share of common stock of the Company outstanding immediately prior to the Effective Time (other than those owned by the Company as treasury stock, or owned by any subsidiary of the Company) was converted into the right to receive $26.00 in cash in accordance with the Merger Agreement (the “Merger Consideration”). to the Merger Agreement, as of the Effective Time, each outstanding and unexercised option to acquire shares of the Company’s common stock and each outstanding restricted stock award was terminated and cancelled.

Additional information and details of the Merger Agreement were previously disclosed in the proxy statement filed by Company with the Securities and Exchange Commission (“SEC”) on January 3, 2017 (SEC File No. 001-35595) (the “Proxy Statement”). Any description of the Merger Agreement is qualified in its entirety by reference to the complete copy of the Merger Agreement which is included as Appendix A in the Proxy Statement and is incorporated by reference herein 

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING 

The information disclosed in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference.

In connection with the consummation of the Merger, on May 23, 2017, the Company notified the NASDAQ Stock Market (“NASDAQ”) that, as of the Effective Time, each share of common stock of the Company outstanding immediately prior to the Effective Time (other than those owned by the Company as treasury stock, or owned by any subsidiary of the Company) would be converted into and become exchangeable for the Merger Consideration and requested that NASDAQ file with the SEC a notification of removal from listing on Form 25 to report that shares of the Company’s common stock are no longer listed on NASDAQ. Salem Five, as successor to the Company, intends to file a Form 15 with respect to the Company’s common stock requesting the deregistration of the Company’s common stock under Section 12 of the Securities Exchange Act of 1934 and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS 

The information disclosed in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference.

As a result of the consummation of the transactions contemplated by the Merger Agreement, as of the Effective Time, holders of the Company’s shares of common stock ceased to have any rights as stockholders of the Company and were entitled only to receive the Merger Consideration in accordance with the Merger Agreement.