SUSSEX BANCORP (NASDAQ:SBBX) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.
On January4, 2018, Sussex Bancorp (the “Company”) completed its previously announced acquisition of Community Bank of Bergen County, NJ (“Community Bank”), to an Agreement and Plan of Merger, dated as of April10, 2017 (the “Merger Agreement”), by and between the Company, Sussex Bank and Community Bank. Under the terms of the Merger Agreement, Community Bank merged with and into Sussex Bank (the “Merger”), with Sussex Bank being the surviving bank. As a result of the Merger, each Community Bank shareholder will have the right to receive 0.97 shares of the Company’s common stock for each share of Community Bank’s common stock.
The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Form8-Kfiled with the Securities and Exchange Commission (the “SEC”) on April11, 2017, and is incorporated herein by reference.
A copy of the Company’s press release dated January4, 2018, announcing the completion of the Merger is attached hereto as Exhibit99.1.
| Item 2.01. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January4, 2018, in connection with and effective upon completion of the Merger, and in accordance with the terms of the Merger Agreement, the Board of Directors of the Company (the “Board”) appointed Dominick J. D’Agosta, Walter E. Loeffler and Peter A. Michelotti to the Board. In addition, Messrs. D’Agosta, Loeffler and Michelotti were each appointed to the Board of Directors of Sussex Bank.
Messrs. D’Agosta, Loeffler and Michelotti will each hold office until the Company’s 2018 annual meeting of shareholders, and will be nominated by the Board to stand for re-election at the Company’s 2018 annual meeting of shareholders for a term expiring in 2021.
There have been no transactions involving Messrs. D’Agosta, Loeffler and Michelotti that would require disclosure under Item 404(a) of Regulation S-K.
Mr.Michelotti has also been appointed the Senior Executive Vice President and Chief Operating Officer of the Company and Sussex Bank to an employment agreement, dated as of April10, 2017, a copy of which was included as Exhibit 10.1 to the Current Report on Form 8-K,filed by the Company on April11, 2017. As non-employee members of the Board, Messrs. D’Agosta and Loeffler will be entitled to the director compensation set forth in the Company’s proxy statement filed with the SEC on March23, 2017, and which is incorporated herein by reference.
| Item 2.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
| 99.1 | Press Release, dated January4, 2018. |
SUSSEX BANCORP ExhibitEX-99.1 2 d521665dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 SUSSEX BANCORP AND COMMUNITY BANK OF BERGEN COUNTY,…To view the full exhibit click here
About SUSSEX BANCORP (NASDAQ:SBBX)
Sussex Bancorp is a bank holding company for Sussex Bank (the Bank). The Company’s primary business is the ownership and supervision of the Bank. The Company has two business segments: banking and financial services, and insurance services. The Company, through the Bank, conducts a traditional commercial banking business, and offer services, including personal and business checking accounts and time deposits, money market accounts and savings accounts. The Company, through the Bank’s subsidiary, Tri-State, operates a full service general insurance agency, offering both commercial and personal lines of insurance. The Company’s service area primarily consists of Sussex, Morris and Bergen Counties in New Jersey, and Orange and Queens Counties, New York. The Company’s loan portfolio includes commercial and industrial consumer loans, construction loans, commercial real estate loans, residential real estate loans, and consumer and other loans.