Prudential Bancorp, Inc. (NASDAQ:PBIP) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security
Holders
(a) A Special Meeting of Shareholders (“Special Meeting”) of
Prudential Bancorp, Inc. (the “Company”) was held on December
19, 2016.
Prudential Bancorp, Inc. (the “Company”) was held on December
19, 2016.
(b) There were 8,045,544 shares of common stock of the Company
eligible to be voted at the Special Meeting and 5,232,782 shares
represented in person or by proxy at the Special Meeting, which
constituted a quorum to conduct business at the meeting.
eligible to be voted at the Special Meeting and 5,232,782 shares
represented in person or by proxy at the Special Meeting, which
constituted a quorum to conduct business at the meeting.
The item voted upon at the Special Meeting and the vote for such
proposal was as follows:
proposal was as follows:
1. To approve the issuance of shares of Company common stock to
holders of Polonia Bancorp, Inc. (“Polonia”) common stock in
connection with the merger of Polonia with and into the Company
(the “Merger”) as contemplated by the Agreement and Plan of
Merger dated as of June 2, 2016 (the “Merger Agreement”).
holders of Polonia Bancorp, Inc. (“Polonia”) common stock in
connection with the merger of Polonia with and into the Company
(the “Merger”) as contemplated by the Agreement and Plan of
Merger dated as of June 2, 2016 (the “Merger Agreement”).
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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5,136,267
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95,539
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The proposal to approve the issuance of shares of Company common
stock in connection with the Merger was adopted by the
shareholders of the Company at the Special Meeting by the
requisite affirmative vote. If necessary or appropriate,
shareholders would have considered a proposal to approve a motion
to adjourn the Special Meeting to another time or place if
necessary or as appropriate to solicit additional proxies if
there are insufficient votes at the time of the Special Meeting
to approve the issuance of shares of Company common stock in
connection with the Merger. Because the shareholders approved the
issuance of the shares of Company common stock in the Merger, the
adjournment proposal (Proposal No. 2) was not presented to
shareholders for a vote at the Special Meeting.
stock in connection with the Merger was adopted by the
shareholders of the Company at the Special Meeting by the
requisite affirmative vote. If necessary or appropriate,
shareholders would have considered a proposal to approve a motion
to adjourn the Special Meeting to another time or place if
necessary or as appropriate to solicit additional proxies if
there are insufficient votes at the time of the Special Meeting
to approve the issuance of shares of Company common stock in
connection with the Merger. Because the shareholders approved the
issuance of the shares of Company common stock in the Merger, the
adjournment proposal (Proposal No. 2) was not presented to
shareholders for a vote at the Special Meeting.
(c) Not applicable.
(d) Not applicable.
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Item 8.01
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Other Events
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As previously reported, on June 2, 2016, the Company entered into
the Merger Agreement with Polonia to which Polonia will merge
with and into the Company, with the Company surviving the merger.
In addition, Polonia Bank, a federally chartered savings bank and
Polonia’s wholly owned subsidiary, will merge with and into
Prudential Saving Bank (“Prudential Bank”), a
Pennsylvania-chartered savings bank and the wholly owned
subsidiary of the Company, with Prudential Bank as the surviving
bank (the “Bank Merger”).
the Merger Agreement with Polonia to which Polonia will merge
with and into the Company, with the Company surviving the merger.
In addition, Polonia Bank, a federally chartered savings bank and
Polonia’s wholly owned subsidiary, will merge with and into
Prudential Saving Bank (“Prudential Bank”), a
Pennsylvania-chartered savings bank and the wholly owned
subsidiary of the Company, with Prudential Bank as the surviving
bank (the “Bank Merger”).
The Company issued a press release announcing that the
shareholders of the Company approved the issuance of shares of
Company Common Stock in connection with the proposed Merger at
the Special Meeting held on December 19, 2016. A copy of that
press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference. The
consummation of the Merger remains subject to various conditions,
including customary closing conditions.
shareholders of the Company approved the issuance of shares of
Company Common Stock in connection with the proposed Merger at
the Special Meeting held on December 19, 2016. A copy of that
press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference. The
consummation of the Merger remains subject to various conditions,
including customary closing conditions.
Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements include, but are not
limited to, expectations or predictions of future financial
or business performance, conditions relating to the Company
and Polonia, or other effects of the proposed Merger of the
Company and Polonia. These forward-looking statements include
statements with respect to the Company’s beliefs, plans,
objectives, goals, expectations, anticipations, estimates and
intentions, that are subject to significant risks and
uncertainties, and are subject to change based on various
factors (some of which are beyond the Company’s control).
The words “may,” “could,” “should,” “would,”
“will,” “believe,” “anticipate,” “estimate,”
“expect,” “intend,” “plan” and similar expressions are
intended to identify forward-looking statements.
within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements include, but are not
limited to, expectations or predictions of future financial
or business performance, conditions relating to the Company
and Polonia, or other effects of the proposed Merger of the
Company and Polonia. These forward-looking statements include
statements with respect to the Company’s beliefs, plans,
objectives, goals, expectations, anticipations, estimates and
intentions, that are subject to significant risks and
uncertainties, and are subject to change based on various
factors (some of which are beyond the Company’s control).
The words “may,” “could,” “should,” “would,”
“will,” “believe,” “anticipate,” “estimate,”
“expect,” “intend,” “plan” and similar expressions are
intended to identify forward-looking statements.
In addition to factors previously disclosed in the reports
filed by the Company with the Securities and Exchange
Commission (“SEC”) and those identified elsewhere in this
document, the following factors, among others, could cause
actual results to differ materially from forward looking
statements or historical performance: the ability to satisfy
other closing conditions to the Merger, including approval by
shareholders of Prudential; delay in closing the Merger;
difficulties and delays in integrating the Polonia business
or fully realizing anticipated cost savings and other
benefits of the Merger; business disruptions following the
Merger; the strength of the United States economy in general
and the strength of the local economies in which the Company
and Polonia conduct their operations; general economic
conditions, legislative and regulatory changes, monetary and
fiscal policies of the federal government, changes in tax
policies, rates and regulations of federal, state and local
tax authorities, changes in interest rates, deposit flows,
the cost of funds, demand for loan products, demand for
financial services, competition, changes in the quality or
composition of the Company’s loan, investment and
mortgage-backed securities portfolios, changes in accounting
principles, policies or guidelines and other economic,
competitive, governmental and technological factors affecting
the Company’s operations, markets, products, services and
fees; and the success of the Company at managing the risks
involved in the foregoing.
filed by the Company with the Securities and Exchange
Commission (“SEC”) and those identified elsewhere in this
document, the following factors, among others, could cause
actual results to differ materially from forward looking
statements or historical performance: the ability to satisfy
other closing conditions to the Merger, including approval by
shareholders of Prudential; delay in closing the Merger;
difficulties and delays in integrating the Polonia business
or fully realizing anticipated cost savings and other
benefits of the Merger; business disruptions following the
Merger; the strength of the United States economy in general
and the strength of the local economies in which the Company
and Polonia conduct their operations; general economic
conditions, legislative and regulatory changes, monetary and
fiscal policies of the federal government, changes in tax
policies, rates and regulations of federal, state and local
tax authorities, changes in interest rates, deposit flows,
the cost of funds, demand for loan products, demand for
financial services, competition, changes in the quality or
composition of the Company’s loan, investment and
mortgage-backed securities portfolios, changes in accounting
principles, policies or guidelines and other economic,
competitive, governmental and technological factors affecting
the Company’s operations, markets, products, services and
fees; and the success of the Company at managing the risks
involved in the foregoing.
The Company does not undertake to update any forward-looking
statement, whether written or oral, that may be made from
time to time by or on behalf of the Company to reflect events
or circumstances occurring after the date of the
forward-looking statement.
statement, whether written or oral, that may be made from
time to time by or on behalf of the Company to reflect events
or circumstances occurring after the date of the
forward-looking statement.
For a complete discussion of the assumptions, risks and
uncertainties related to Prudential’s business, you are
encouraged to review the Company’s filings with the SEC,
including its most recent Annual Report on Form 10-K, as
supplemented by its quarterly or other reports subsequently
filed with the SEC.
uncertainties related to Prudential’s business, you are
encouraged to review the Company’s filings with the SEC,
including its most recent Annual Report on Form 10-K, as
supplemented by its quarterly or other reports subsequently
filed with the SEC.
Important Additional Information and Where to Find It
The Company has filed with the SEC a Registration Statement
on Form S-4 relating to the proposed merger which includes
a prospectus for the offer and sale of the Company’s
common stock and a proxy statement of Polonia for
solicitation of proxies from its shareholders with respect
to the Merger as well as a proxy statement for the
solicitation of proxies from its shareholders for use at
the meeting at which the proposal to approve the issuance
of shares of the Company’s common stock to Polonia’s
shareholders is considered. This communication does not
constitute an offer to sell or the solicitation of an offer
to buy any securities or a solicitation of any vote or
approval. SHAREHOLDERS OF THE COMPANY AND POLONIA ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT
AND/OR PROXY STATEMENT/PROSPECTUS, AS APPLICABLE, REGARDING
THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED BY THE
COMPANY WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION.
on Form S-4 relating to the proposed merger which includes
a prospectus for the offer and sale of the Company’s
common stock and a proxy statement of Polonia for
solicitation of proxies from its shareholders with respect
to the Merger as well as a proxy statement for the
solicitation of proxies from its shareholders for use at
the meeting at which the proposal to approve the issuance
of shares of the Company’s common stock to Polonia’s
shareholders is considered. This communication does not
constitute an offer to sell or the solicitation of an offer
to buy any securities or a solicitation of any vote or
approval. SHAREHOLDERS OF THE COMPANY AND POLONIA ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT
AND/OR PROXY STATEMENT/PROSPECTUS, AS APPLICABLE, REGARDING
THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED BY THE
COMPANY WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the proxy statement and the proxy
statement/prospectus, as well as other filings containing
information about the Company, may be obtained at the
SEC’s website at http://www.sec.gov, when they are filed
by the Company. You will also be able to obtain these
documents, when they are filed, free of charge, from the
Company at www.prudentialsavingsbank.com under the heading
“About Us” and then under the Investor Relations menu. In
addition, copies of the proxy statement when it becomes
available can also be obtained, free of charge, by
directing a request to the Company at 1834 West Oregon
Avenue, Philadelphia, PA 19145, Attention: Corporate
Secretary or by contacting the Company’s Corporate
Secretary at 215-755-1500 or by contacting the Company’s
Corporate Secretary at 215-755-1500 or to Polonia Bancorp
at 3933 Huntingdon Pike, 3rd Floor, Huntingdon Valley, PA 19006 or by
contacting Paul Rutkowski, CFO and Corporate Secretary, at
215-938-8800.
statement/prospectus, as well as other filings containing
information about the Company, may be obtained at the
SEC’s website at http://www.sec.gov, when they are filed
by the Company. You will also be able to obtain these
documents, when they are filed, free of charge, from the
Company at www.prudentialsavingsbank.com under the heading
“About Us” and then under the Investor Relations menu. In
addition, copies of the proxy statement when it becomes
available can also be obtained, free of charge, by
directing a request to the Company at 1834 West Oregon
Avenue, Philadelphia, PA 19145, Attention: Corporate
Secretary or by contacting the Company’s Corporate
Secretary at 215-755-1500 or by contacting the Company’s
Corporate Secretary at 215-755-1500 or to Polonia Bancorp
at 3933 Huntingdon Pike, 3rd Floor, Huntingdon Valley, PA 19006 or by
contacting Paul Rutkowski, CFO and Corporate Secretary, at
215-938-8800.
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Item
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9.01
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Financial Statements and Exhibits |
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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The following exhibits are included with this Report:
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Exhibit No.
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Description
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99.1
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Press release dated December 19, 2016
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About Prudential Bancorp, Inc. (NASDAQ:PBIP)
Prudential Bancorp, Inc. is a holding company for Prudential Savings Bank (the Bank). The Bank is a Pennsylvania-chartered, Federal Deposit Insurance Corporation (FDIC)-insured savings bank. As of September 30, 2015, the Bank had seven full service branches in the Philadelphia area. The Bank is engaged in the business of attracting deposits from its community through its branch offices and investing those deposits, together with funds from borrowings and operations, in single-family residential loans. Its lending activities consist of various loan types, including single-family residential mortgage loans, construction and land development loans, non-residential or commercial real estate mortgage loans, home equity loans and lines of credit, commercial business loans and consumer loans. Its investment securities are classified as securities available for sale and securities held to maturity. Its principal sources of funds are deposits. It provides online and mobile banking services. Prudential Bancorp, Inc. (NASDAQ:PBIP) Recent Trading Information
Prudential Bancorp, Inc. (NASDAQ:PBIP) closed its last trading session up +0.07 at 16.66 with 7,906 shares trading hands.
