OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On June 29, 2017, the Board of Directors of OceanFirst Financial
Corp. (OceanFirst) approved an amendment to OceanFirsts Amended
and Restated Bylaws (as amended, the Bylaws) effective as of that
date (the Bylaw Amendment). The Bylaw Amendment added a new
Article IX, Forum for Adjudication of Certain Disputes, which
provides that, unless OceanFirst consents in writing to the
selection of an alternative forum, the Court of Chancery of the
State of Delaware will be the sole and exclusive forum for (i)
derivative actions, (ii) actions for breach of fiduciary duties
owed by directors, officers, stockholders, employees, or agents
of OceanFirst, (iii) actions arising under any provision of the
General Corporation Law of Delaware, OceanFirsts Certificate of
Incorporation or OceanFirsts Bylaws and (iv) actions governed by
the internal affairs doctrine. Any person or entity holding,
purchasing or otherwise acquiring any interest in shares of
capital stock of OceanFirst is deemed to have notice of and
consented to the provisions of the Bylaw Amendment.
Corp. (OceanFirst) approved an amendment to OceanFirsts Amended
and Restated Bylaws (as amended, the Bylaws) effective as of that
date (the Bylaw Amendment). The Bylaw Amendment added a new
Article IX, Forum for Adjudication of Certain Disputes, which
provides that, unless OceanFirst consents in writing to the
selection of an alternative forum, the Court of Chancery of the
State of Delaware will be the sole and exclusive forum for (i)
derivative actions, (ii) actions for breach of fiduciary duties
owed by directors, officers, stockholders, employees, or agents
of OceanFirst, (iii) actions arising under any provision of the
General Corporation Law of Delaware, OceanFirsts Certificate of
Incorporation or OceanFirsts Bylaws and (iv) actions governed by
the internal affairs doctrine. Any person or entity holding,
purchasing or otherwise acquiring any interest in shares of
capital stock of OceanFirst is deemed to have notice of and
consented to the provisions of the Bylaw Amendment.
The foregoing description of the Bylaw Amendment does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Bylaw Amendment, which is attached to this
Current Report on Form 8-K as Exhibit 3.1 and is incorporated
herein by reference.
to be complete and is qualified in its entirety by reference to
the full text of the Bylaw Amendment, which is attached to this
Current Report on Form 8-K as Exhibit 3.1 and is incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
On June 30, 2017, OceanFirst released a presentation to investors
about the Transaction (as defined below). The presentation is
attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
about the Transaction (as defined below). The presentation is
attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
The preceding information, as well as Exhibit 99.1 referenced
therein, shall not be deemed filed for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that Section, or
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
therein, shall not be deemed filed for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that Section, or
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On June 30, 2017, OceanFirst and Sun Bancorp, Inc. (Sun) issued a
joint press release announcing that OceanFirst and Sun have
entered into a definitive agreement and plan of merger to which
Sun will merge with and into OceanFirst (the Transaction). The
joint press release is attached to this Current Report on Form
8-K as Exhibit 99.2 and is incorporated herein by reference.
joint press release announcing that OceanFirst and Sun have
entered into a definitive agreement and plan of merger to which
Sun will merge with and into OceanFirst (the Transaction). The
joint press release is attached to this Current Report on Form
8-K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this report:
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Exhibit No.
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Description
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3.1
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Amendment to the Bylaws of OceanFirst
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99.1
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Investor Presentation, dated June 30, 2017
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99.2
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Joint Press Release, issued by OceanFirst and Sun on
June 30, 2017 |
Cautionary Notes on Forward-Looking Statements
This report contains forward-looking statements within the
meaning of the federal securities laws, including Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These
forward-looking statements may include: management plans relating
to the proposed transaction; the expected timing of the
completion of the proposed transaction; the ability to complete
the proposed transaction; the ability to obtain any required
regulatory, shareholder or other approvals; any statements of the
plans and objectives of management for future operations,
products or services, including the execution of integration
plans relating to the proposed transaction and the recently
completed acquisitions of Cape Bancorp, Inc. (Cape) and Ocean
Shore Holding Co. (Ocean Shore) by OceanFirst; any statements of
expectation or belief; projections related to certain financial
metrics; and any statements of assumptions underlying any of the
foregoing. Forward-looking statements are typically identified by
words such as believe, expect, anticipate, intend, seek, plan,
will, would, target outlook, estimate, forecast, project and
other similar words and expressions or negatives of these words.
Forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time and are beyond
our control. Forward-looking statements speak only as of the date
they are made. Neither OceanFirst nor Sun Bancorp, Inc. (Sun)
assumes any duty and does not undertake to update any
forward-looking statements. Because forward-looking statements
are by their nature, to different degrees, uncertain and subject
to assumptions, actual results or future events could differ,
possibly materially, from those that OceanFirst or Sun
anticipated in its forward-looking statements, and future results
could differ materially from historical
meaning of the federal securities laws, including Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These
forward-looking statements may include: management plans relating
to the proposed transaction; the expected timing of the
completion of the proposed transaction; the ability to complete
the proposed transaction; the ability to obtain any required
regulatory, shareholder or other approvals; any statements of the
plans and objectives of management for future operations,
products or services, including the execution of integration
plans relating to the proposed transaction and the recently
completed acquisitions of Cape Bancorp, Inc. (Cape) and Ocean
Shore Holding Co. (Ocean Shore) by OceanFirst; any statements of
expectation or belief; projections related to certain financial
metrics; and any statements of assumptions underlying any of the
foregoing. Forward-looking statements are typically identified by
words such as believe, expect, anticipate, intend, seek, plan,
will, would, target outlook, estimate, forecast, project and
other similar words and expressions or negatives of these words.
Forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time and are beyond
our control. Forward-looking statements speak only as of the date
they are made. Neither OceanFirst nor Sun Bancorp, Inc. (Sun)
assumes any duty and does not undertake to update any
forward-looking statements. Because forward-looking statements
are by their nature, to different degrees, uncertain and subject
to assumptions, actual results or future events could differ,
possibly materially, from those that OceanFirst or Sun
anticipated in its forward-looking statements, and future results
could differ materially from historical
performance. Factors that could cause or contribute to such
differences include, but are not limited to, those included under
Item 1A Risk Factors in OceanFirsts Annual Report on Form 10-K,
those included under Item 1A Risk Factors in Suns Annual Report
on Form 10-K, those disclosed in OceanFirsts and Suns respective
other periodic reports filed with the Securities and Exchange
Commission (the SEC), as well as the possibility that expected
benefits of the proposed transaction and the Cape and Ocean Shore
acquisitions may not materialize in the timeframe expected or at
all, or may be more costly to achieve; that the proposed
transaction may not be timely completed, if at all; that prior to
the completion of the proposed transaction or thereafter,
OceanFirsts and Suns respective businesses may not perform as
expected due to transaction-related uncertainty or other factors;
that the parties are unable to successfully implement integration
strategies related to the proposed transaction and the Cape and
Ocean Shore acquisitions; that required regulatory, shareholder
or other approvals are not obtained or other customary closing
conditions are not satisfied in a timely manner or at all;
reputational risks and the reaction of the companies
shareholders, customers, employees and other constituents to the
proposed transaction; and diversion of management time on
merger-related matters. These risks, as well as other risks
associated with the proposed transaction, will be more fully
discussed in the joint proxy statement/prospectus that will be
included in the registration statement on Form S-4 that will be
filed with the SEC in connection with the proposed transaction.
While the list of factors presented here is, and the list of
factors to be presented in the registration statement on Form S-4
will be, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward looking
statements. For any forward-looking statements made in this
report or in any documents, OceanFirst and Sun claim the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.
differences include, but are not limited to, those included under
Item 1A Risk Factors in OceanFirsts Annual Report on Form 10-K,
those included under Item 1A Risk Factors in Suns Annual Report
on Form 10-K, those disclosed in OceanFirsts and Suns respective
other periodic reports filed with the Securities and Exchange
Commission (the SEC), as well as the possibility that expected
benefits of the proposed transaction and the Cape and Ocean Shore
acquisitions may not materialize in the timeframe expected or at
all, or may be more costly to achieve; that the proposed
transaction may not be timely completed, if at all; that prior to
the completion of the proposed transaction or thereafter,
OceanFirsts and Suns respective businesses may not perform as
expected due to transaction-related uncertainty or other factors;
that the parties are unable to successfully implement integration
strategies related to the proposed transaction and the Cape and
Ocean Shore acquisitions; that required regulatory, shareholder
or other approvals are not obtained or other customary closing
conditions are not satisfied in a timely manner or at all;
reputational risks and the reaction of the companies
shareholders, customers, employees and other constituents to the
proposed transaction; and diversion of management time on
merger-related matters. These risks, as well as other risks
associated with the proposed transaction, will be more fully
discussed in the joint proxy statement/prospectus that will be
included in the registration statement on Form S-4 that will be
filed with the SEC in connection with the proposed transaction.
While the list of factors presented here is, and the list of
factors to be presented in the registration statement on Form S-4
will be, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward looking
statements. For any forward-looking statements made in this
report or in any documents, OceanFirst and Sun claim the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purposes only, are not forecasts and may not
reflect actual results.
for illustrative purposes only, are not forecasts and may not
reflect actual results.
Additional Information about the Proposed Transaction
This report is being made in respect of the proposed transaction
involving OceanFirst and Sun. In connection with the proposed
transaction, OceanFirst intends to file a registration statement
on Form S-4 containing a joint proxy statement/prospectus and
other documents regarding the proposed transaction with the SEC.
Before making any voting or investment decision, the respective
investors and shareholders of OceanFirst and Sun are urged to
carefully read the entire joint proxy statement/prospectus when
it becomes available and any other relevant documents filed by
either company with the SEC, as well as any amendments or
supplements to those documents, because they will contain
important information about OceanFirst, Sun and the proposed
transaction.>Investors and security holders are also urged to
carefully review and consider each of OceanFirsts and Suns public
filings with the SEC, including but not limited to their Annual
Reports on Form 10-K, their proxy statements, their Current
Reports on Form 8-K and their Quarterly Reports on Form 10-Q.
When available, copies of the joint proxy statement/prospectus
will be mailed to the respective shareholders of OceanFirst and
Sun. When available, copies of the joint proxy
statement/prospectus also may be obtained free of charge at the
SECs web site at http://www.sec.gov, or by directing a request to
OceanFirst Financial Corp., 975 Hooper Avenue, Toms River, New
Jersey 08753, Attn: Christopher D. Maher.
involving OceanFirst and Sun. In connection with the proposed
transaction, OceanFirst intends to file a registration statement
on Form S-4 containing a joint proxy statement/prospectus and
other documents regarding the proposed transaction with the SEC.
Before making any voting or investment decision, the respective
investors and shareholders of OceanFirst and Sun are urged to
carefully read the entire joint proxy statement/prospectus when
it becomes available and any other relevant documents filed by
either company with the SEC, as well as any amendments or
supplements to those documents, because they will contain
important information about OceanFirst, Sun and the proposed
transaction.>Investors and security holders are also urged to
carefully review and consider each of OceanFirsts and Suns public
filings with the SEC, including but not limited to their Annual
Reports on Form 10-K, their proxy statements, their Current
Reports on Form 8-K and their Quarterly Reports on Form 10-Q.
When available, copies of the joint proxy statement/prospectus
will be mailed to the respective shareholders of OceanFirst and
Sun. When available, copies of the joint proxy
statement/prospectus also may be obtained free of charge at the
SECs web site at http://www.sec.gov, or by directing a request to
OceanFirst Financial Corp., 975 Hooper Avenue, Toms River, New
Jersey 08753, Attn: Christopher D. Maher.
Participants in the Solicitation
OceanFirst, Sun and certain of their respective directors and
executive officers, under the SECs rules, may be deemed to be
participants in the solicitation of proxies of OceanFirsts and
Suns shareholders in connection with the proposed transaction.
Information about the directors and executive officers of
OceanFirst and their ownership of OceanFirst common stock is set
forth in the proxy statement for OceanFirsts 2017 Annual Meeting
of Stockholders, as filed with the SEC on Schedule 14A on April
26, 2017. Information about the directors and executive officers
of Sun and their ownership of Suns common stock is set forth in
the proxy statement for Suns 2017 Annual Meeting of Shareholders,
as filed with the SEC on Schedule 14A on May 30, 2017. Additional
information regarding the interests of those participants and
other persons who may be deemed participants in the solicitation
of proxies of OceanFirsts and Suns shareholders in connection
with the proposed transaction may be obtained by reading the
joint proxy statement/prospectus regarding the proposed
transaction when it becomes available. Once available, free
copies of the joint proxy statement/prospectus may be obtained as
described in the preceding paragraph.
executive officers, under the SECs rules, may be deemed to be
participants in the solicitation of proxies of OceanFirsts and
Suns shareholders in connection with the proposed transaction.
Information about the directors and executive officers of
OceanFirst and their ownership of OceanFirst common stock is set
forth in the proxy statement for OceanFirsts 2017 Annual Meeting
of Stockholders, as filed with the SEC on Schedule 14A on April
26, 2017. Information about the directors and executive officers
of Sun and their ownership of Suns common stock is set forth in
the proxy statement for Suns 2017 Annual Meeting of Shareholders,
as filed with the SEC on Schedule 14A on May 30, 2017. Additional
information regarding the interests of those participants and
other persons who may be deemed participants in the solicitation
of proxies of OceanFirsts and Suns shareholders in connection
with the proposed transaction may be obtained by reading the
joint proxy statement/prospectus regarding the proposed
transaction when it becomes available. Once available, free
copies of the joint proxy statement/prospectus may be obtained as
described in the preceding paragraph.
No Offer or Solicitation
This communication is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote of approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote of approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
OCEANFIRST FINANCIAL CORP ExhibitEX-3.1 2 ex31bylawamendment.htm EXHIBIT 3.1 Exhibit Exhibit 3.1Bylaw Amendment Adopted Effective June 29,…To view the full exhibit click here About OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC)
OceanFirst Financial Corp. is a holding company for OceanFirst Bank (the Bank). The Company is a savings and loan holding company. The Bank’s principal business is attracting retail and business deposits in the communities surrounding its branch offices and investing those deposits primarily in loans, consisting of single-family, owner-occupied residential mortgage loans, and commercial real estate and other commercial loans. The Bank also invests in other types of loans, including residential construction and consumer loans. In addition, the Bank invests in mortgage-backed securities (MBS), securities issued by the United States Government and agencies thereof, corporate securities and other investments permitted by applicable law and regulations. The Bank’s revenues are derived principally from interest on its loans, interest on its investment and MBS. The Bank also receives income from fees and service charges on loan and deposit products, wealth management services and others.
