LAKELAND BANCORP, INC. (NASDAQ:LBAI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On December9, 2016, Lakeland Bancorp, Inc. (the Company), the
parent company of Lakeland Bank, entered into an At Market
Issuance Sales Agreement (the Sales Agreement) with Keefe,
Bruyette Woods, Inc. (KBW). to the Sales Agreement, KBW will act
as the Companys sales agent with respect to an offering and sale,
at any time and from time to time, of the Companys common stock,
no par value per share (the Shares). The Company has authorized
the sale, at its discretion, of Shares in an aggregate offering
amount of up to $50,000,000.
Sales of the Shares, if any, through the sales agent will be made
directly on the NASDAQ Global Select Market, on any other
existing trading market for the Shares or to or through a market
maker. In addition, with the Companys prior consent, the sales
agent may also sell the Shares by any other method permitted by
law, including, but not limited to, negotiated transactions.
Sales may be made at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at
negotiated prices, and subject to such other terms as may be
agreed upon at the time of sale.
The Shares will be sold and issued to the Companys Registration
Statement on FormS-3 (File No.333-203408), which was previously
declared effective by the Securities and Exchange Commission, and
the related prospectus and prospectus supplement.
The Company or the sales agent, under certain circumstances and
upon notice to the other, may suspend the offering of the Shares
under the Sales Agreement. The offering of the Shares to the
Sales Agreement will terminate upon the sale of Shares in an
aggregate offering amount equal to $50,000,000, or sooner if
either the Company or the sales agent terminates the Sales
Agreement.
The Company will pay the sales agent a commission equal to 2.5%
of the gross proceeds from any sale of the Shares sold to the
Sales Agreement.
The Company made certain customary representations, warranties
and covenants in the Sales Agreement concerning the Company and
its subsidiaries and the registration statement, prospectus,
prospectus supplement and other documents and filings relating to
the offering of the Shares.In addition, the Company has agreed to
indemnify the sales agent against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
The foregoing description of the Sales Agreement is qualified in
its entirety by reference to that agreement, a copy of which is
filed as Exhibit10.1 to this Current Report on Form8-K and is
incorporated herein by reference.
This Current Report on Form 8-K, including the exhibits filed
herewith, shall not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation or sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of such state.
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Item7.01. |
Regulation FD Disclosure. |
On December9, 2016, the Company issued a press release announcing
the commencement of the at-the-market offering described above. A
copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
Item8.01. |
Other Events. |
The Company is filing as Exhibit 5.1 to this Current Report on
Form 8-K the legal opinion of Lowenstein Sandler LLP with respect
to the validity of the Shares.
Item9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
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| 5.1 | Opinion of Lowenstein Sandler LLP. | |
| 10.1 |
At Market Issuance Sales Agreement dated as of December9, 2016, by and between the Company and Keefe, Bruyette Woods,Inc. |
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| 23.1 | Consent of Lowenstein Sandler LLP (included inExhibit5.1). | |
| 99.1 | Press release of the Company, dated December9, 2016. |
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About LAKELAND BANCORP, INC. (NASDAQ:LBAI)
Lakeland Bancorp, Inc. is the bank holding company for Lakeland Bank (Lakeland). Lakeland operates under a state bank charter and provides full banking services. Lakeland generates commercial, mortgage and consumer loans and receives deposits from customers located in Northern and Central New Jersey. Lakeland also provides non-deposit products, such as securities brokerage services, including mutual funds and variable annuities. Through Lakeland, the Company offers a range of lending, depository and related financial services to individuals and small to medium sized businesses located in northern and central New Jersey. Lakeland’s equipment financing division provides a solution to small and medium sized companies, who prefer to lease equipment over other financial alternatives. Lakeland’s asset based loan department provides commercial borrowers with another lending alternative. It also offers wire transfer, Internet banking, mobile banking and night depository services. LAKELAND BANCORP, INC. (NASDAQ:LBAI) Recent Trading Information
LAKELAND BANCORP, INC. (NASDAQ:LBAI) closed its last trading session down -0.15 at 19.00 with 3,080,964 shares trading hands.