STANDARD AVB FINANCIAL CORP. (OTCMKTS:STND) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
Standard Financial Corp. (Standard AVB Financial), the holding
company of Standard Bank, PaSB (Standard Bank), announced the
completion of the partnership with Allegheny Valley Bancorp, Inc.
(Allegheny Valley Bancorp) and Allegheny Valley Bank of
Pittsburgh (Allegheny Valley Bank), effective after the close of
business on April 7, 2017. to an Agreement and Plan of Merger
between Standard Financial Corp. and Allegheny Valley Bancorp
dated August 29, 2016 (the Merger Agreement), Allegheny Valley
Bancorp merged with and into Standard Financial Corp, with
Standard Financial Corp. as the surviving entity known as
Standard AVB Financial Corp. (the Holding Company Merger).
Additionally, Allegheny Valley Bank merged with and into Standard
Bank, with Standard Bank as the surviving institution (the Bank
Merger).
of Allegheny Valley Bancorp common stock was converted into the
right to receive 2.083 shares of Standard AVB Financial common
stock and cash in lieu of fractional shares (the Merger
Consideration). As of the closing date, there were 1,040,923
outstanding shares of Allegheny Valley Bancorp common stock,
which resulted in a total of 2,168,097 shares of Standard AVB
Financial common stock issued for exchange, subject to adjustment
for fractional shares. Cash for any fractional shares of Standard
AVB Financial common stock will be based on $26.60 for each whole
share, based on the average closing price of Standard AVB
Financial common stock for the five trading days immediately
preceding the merger date.
Computershare Trust Company, N.A., to perform the services set
forth for the Exchange Agent in the Merger Agreement.
purchase Allegheny Valley Bancorp common stock was converted into
an option to purchase Standard AVB Financial common stock at the
same terms and conditions as were applicable prior to the Holding
Company Merger, except that the number of shares of Standard AVB
Financial common stock issuable upon exercise of a converted
option will be adjusted by multiplying the number of shares of
Allegheny Valley Bancorp common stock subject to the Allegheny
Valley Bancorp stock option by 2.083 (and rounding to the nearest
whole share) and the exercise price per share of a converted
option will be adjusted by dividing the exercise price per share
of the Allegheny Valley Bancorp option by 2.083 (and rounding to
the nearest whole cent). Additionally, at the consummation of the
Holding Company Merger, each Allegheny Valley Bancorp restricted
stock award became fully vested and was converted into the right
to receive the Merger Consideration.
reference to the Merger Agreement, incorporated by reference to
Exhibit 2.1 to this Form 8-K. A news release about the completion
of the merger was issued by Standard AVB Financial and is filed
as Exhibit 99.1 hereto and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Directors of Standard AVB Financial was increased to thirteen
(13) members and the following individuals of Allegheny Valley
Bancorp were appointed to the Standard AVB Financial Board of
Directors: Andrew W. Hasley, Paul A. Iurlano, John M. Lally,
Ronald J. Mock, Gregory J. Saxon and R. Craig Thomasmeyer. Each
of the then-serving directors of Standard Financial Corp.
continues to serve as a director of Standard AVB Financial.
Terence L. Graft will be the Chairman of the Board and Gregory J.
Saxon will be the Vice Chairman of the Board.
following individuals were appointed to serve as executive
officers of Standard AVB Financial Corp: Timothy K. Zimmerman as
Chief Executive Officer; Andrew W. Hasley as President; Susan A.
Parente as Executive Vice President and Chief Financial Officer;
Jason W. Ross as Executive Vice President and Chief Business
Development Officer; Sheila D. Crystaloski as Senior Vice
President and Chief Technology Officer; Susan DeLuca as Senior
Vice President and Chief Risk Officer; and Christian M. Chelli as
Senior Vice President and Chief Credit Officer.
Change in Fiscal Year.
Merger, the Articles of Incorporation and Bylaws were revised and
are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by
reference into this Item 5.03.
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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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Exhibits
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Exhibit 2.1
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Agreement and Plan of Merger by and between Standard
Financial Corp. and Allegheny Valley Bancorp, Inc. (incorporated by reference to Appendix A of the Form S-4 filed by Standard Financial Corp. with the Securities and Exchange Commission on December 13, 2016) |
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Exhibit 3.1
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Articles of Incorporation of Standard AVB Financial Corp.
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Exhibit 3.2
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Amended and Restated Bylaws of Standard AVB Financial
Corp. |
About STANDARD AVB FINANCIAL CORP. (OTCMKTS:STND)
Standard AVB Financial Corp., formerly Standard Financial Corp., is the holding company of Standard Bank, PaSB (the Bank). The Bank is a Pennsylvania-chartered state savings bank. It is a retail-oriented financial institution, which offers deposit and loan products. It has approximately nine offices located in Allegheny, Westmoreland and Bedford Counties of Pennsylvania and Northern Allegany County of Maryland. It offers personal banking services, such as personal checking and savings accounts, mobile banking, online banking, certificate of deposits and individual retirement accounts (IRAs). It offers business banking services, such as business checking and savings accounts, business online banking, business services and business loans. It also offers wealth management services. The Company, through its subsidiary, Westmoreland Investment Company, is engaged in holding residential mortgage loans. It offers a range of loan products, such as real estate loans, and other loans. STANDARD AVB FINANCIAL CORP. (OTCMKTS:STND) Recent Trading Information
STANDARD AVB FINANCIAL CORP. (OTCMKTS:STND) closed its last trading session down -0.20 at 26.60 with 716 shares trading hands.
