SUSSEX BANCORP (NASDAQ:SBBX) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
On December15, 2017, Sussex Bancorp (the “Company) held its Special Meeting of Shareholders (the “Special Meeting”). There were 6,040,180 shares of common stock eligible to be voted at the Special Meeting and 4,435,834.46 shares of common stock were presented in person or represented by proxy at the Special Meeting, which constituted a quorum to conduct business.
There were two proposals submitted to the Company’s shareholders at the Special Meeting. Proposals 1 and 2 are detailed in the Company’s Joint Proxy Statement/Prospectus contained in Amendment No.1 to Form S-4 which was filed with the Securities and Exchange Commission on October27, 2017.The shareholders approved Proposal 1. The adjournment proposal (Proposal 2) was withdrawn because the Company’s shareholders approved Proposal 1. The final results of voting on Proposal 1 are as follows:
Proposal 1: Adopt and approve the Agreement and Plan of Merger by and between the Company, Sussex Bank, a New Jersey-chartered commercial bank and wholly owned subsidiary of Sussex, and Community Bank of Bergen County, NJ (“Community”), dated as of April10, 2017, to which Community will merge with and into Sussex Bank with Sussex Bank surviving the merger.
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Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes |
|
4,424,060.24 |
10,789.66 | 984.57 | — |
On December15, 2017, the Company and Community issued a joint press release announcing that the shareholders of the Company and Community, respectively, at their special meetings held on December15, 2017, approved the previously announced merger transaction whereby Community will merge with and into Sussex Bank, with Sussex Bank surviving. A copy of the joint press release is attached to this report as Exhibit 99.1. Closing of the transaction is expected to occur on or about January4, 2018. All bank regulatory approvals have been obtained.
Forward-Looking Statements
The forward-looking statements contained in this Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between Sussex and Community, including future financial and operating results and performance; statements about Sussex’s and Community’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may” or words of similar meaning. These forward-looking statements are based on the current beliefs and expectations of Sussex’s and Community’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Sussex and Community. All subsequent written and oral forward-
looking statements concerning the merger or other matters addressed in this Form 8-K and attributable to Sussex or Community or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Sussex and Community undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events.
| Item 5.07. | Financial Statements and Exhibits. |
SUSSEX BANCORP ExhibitEX-99.1 2 d468573dex991.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.