f8k_031710-0375.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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March
17, 2010
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ROMA
FINANCIAL CORPORATION
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(Exact
Name of Registrant as Specified in its
Charter)
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United
States
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0-52000
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51-0533946
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2300
Route 33, Robbinsville, New Jersey
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08691
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area
code: (609)
223-8300
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
Section
1 – Registrant’s Business and Operations
Item 1.01. Entry
into a Material Definitive Agreement
On March
17, 2010, Roma Financial Corporation (the “Registrant”) and its wholly owned
subsidiary, Roma Bank (“Roma Bank”), and Sterling Banks, Inc. (“Sterling”) and
its wholly owned subsidiary, Sterling Bank (“Sterling Bank”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Sterling
will merge with and into a wholly owned subsidiary of the Registrant (the
“Merger”). Immediately thereafter, Sterling Bank will merge with and into Roma
Bank (collectively, the “Bank Merger”).
Under the
terms of the Merger Agreement, which is included as Exhibit 2.1 hereto and
incorporated herein by reference, shareholders of Sterling will receive $2.52 in
cash (the “Merger Consideration”) for each share of Sterling common stock held,
subject to adjustment as described below. The Merger Agreement also provides
that all options to purchase Sterling stock which are outstanding and
unexercised immediately prior to the closing under Sterling’s various stock
option plans will be cancelled with no payment made in exchange
therefor.
In the
event that Sterling’s consolidated tangible common equity capital as of the last
day of the month immediately preceding the month in which Sterling mails its
proxy statement relating to the meeting at which stockholders will vote on the
Merger Agreement is less than $13.4 million (the “Required Tangible Common
Equity”), the Merger Consideration shall be reduced by a dollar amount equal to
the amount by which the actual tangible common equity is less than the Required
Tangible Common Equity divided by the number of shares of Sterling common stock
outstanding immediately prior to the Effective Time of the Merger.
The
senior management of the Registrant will remain the same following the Merger.
At the closing of the Merger, the Registrant and Roma Bank will each expand the
size of its board by one member and appoint one individual currently serving as
a director of Sterling as a director of each of the Registrant and Roma
Bank.
The
Merger Agreement contains (a) customary representations and warranties of
Sterling and the Registrant, including, among others, with respect to corporate
organization, capitalization, corporate authority, third party and governmental
consents and approvals, financial statements, and compliance with applicable
laws, (b) covenants of Sterling to conduct its business in the ordinary
course until the Merger is completed; (c) covenants of Sterling not to take
certain actions during such period. Sterling has also agreed not to
(i) solicit proposals relating to alternative business combination
transactions or (ii) subject to certain exceptions, enter into discussions
concerning, or provide confidential information in connection with, any
proposals for alternative business combination transactions.
Consummation
of the Merger is subject to certain conditions, including, among others,
approval of the Merger by shareholders of Sterling, governmental filings and
regulatory approvals and expiration of applicable waiting periods, accuracy of
specified representations and warranties of the other party, and obtaining
material permits and authorizations for the lawful consummation of the Merger
and the Bank Merger. The Merger is also conditioned upon the
Registrant’s receipt of audited financial statements for Sterling for the year
ended December 31, 2009, Sterling’s nonperforming assets, inclusive of troubled
debt restructurings, not exceeding $30.0 million and Sterling’s tangible common
equity as of the Closing Date being not less than $9.9 million.
The
Merger Agreement also contains certain termination rights for the Registrant and
Sterling, as the case may be, applicable upon the occurrence or non-occurrence
of certain events, including: final, non-appealable denial of required
regulatory approvals or injunction prohibiting the transactions contemplated by
the Merger Agreement; if, subject to certain conditions, the Merger has not been
completed by December 31, 2010; a breach by the other party that is not or
cannot be cured within 30 days if such breach would result in a failure of the
conditions to closing set forth in the Merger Agreement; Sterling’s shareholders
failing to approve the transaction by the required vote; entry by the Board of
Directors of Sterling into an alternative business combination transaction; or
the failure by the Board of Directors of Sterling to hold the meeting of
shareholders to vote on the Merger Agreement or to recommend the Merger to its
shareholders. The Registrant may also terminate the Merger Agreement in the
event Sterling’s nonperforming assets, inclusive of trouble debt restructurings,
exceed $30.0 million or if Sterling’s tangible common equity capital is less
than $9.9 million on the closing date. If the Merger is not
consummated under certain circumstances, Sterling has agreed to pay the
Registrant a termination fee of $745,000.
The
representations and warranties of each party set forth in the Merger Agreement
have been made solely for the benefit of the other party to the Merger
Agreement. In addition, such representations and warranties (a) are subject
to materiality qualifications contained in the Merger Agreement which may differ
from what may be viewed as material by investors, (b) were made only as of
the date of the Merger Agreement or such other date as is specified in the
Merger Agreement, and (c) may have been included in the Merger Agreement
for the purpose of allocating risk between the Registrant and Sterling rather
than establishing matters as facts. Accordingly, the Merger Agreement is
included with this filing only to provide investors with information regarding
the terms of the Merger Agreement, and not to provide investors with any other
factual information regarding the parties or their respective
businesses.
The
foregoing summary of the Merger Agreement is not complete and is qualified in
its entirety by reference to the complete text of such document, which is filed
as Exhibit 2.1 hereto and which is incorporated herein by reference in its
entirety. The schedules to the Merger Agreement have been omitted. The
registrant hereby agrees to furnish supplementally a copy of any omitted
schedules to the Securities and Exchange Commission (the “SEC”) upon its
request.
The Registrant and Sterling issued a
press release on March 18, 2010 announcing the execution of the Merger
Agreement, a copy of which is filed as Exhibit 99.1 hereto and is incorporated
by reference herein.
Section
8 – Other Events
Item 8.01. Other
Events
On March
17, 2010, the Board of Directors of the Registrant declared a cash dividend in
the amount of $0.08 per share payable on April 28, 2010 to stockholders of
record as of April 14, 2010. A copy of the press release announcing
the dividend declaration is filed as Exhibit 99.2 and is incorporated into this
item by reference.
On March
17, 2010, the Board of Directors of the Registrant also adopted a stock
repurchase program pursuant to which the Registrant intends to repurchase up to
5% of its outstanding shares (excluding shares held by Roma Financial Corp. MHC,
the Registrant’s mutual holding company and the Roma Bank employee stock
ownership plan) or up to 360,000 shares. In connection with the
repurchase plan, the Registrant entered into a Rule 10b5-1 agreement with a
broker to facilitate the repurchase. A copy of the press release
announcing the adoption of the stock repurchase plan is filed as Exhibit 99.3
and is incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits:
2.1 Agreement and Plan of Merger,
dated March 17, 2010
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99.1
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Press Release,
dated March 18, 2010 Re Merger
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99.2
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Press Release,
dated March 18, 2010 Re Dividend
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99.3
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Press Release,
dated March 18, 2010 Re Repurchase
Plan
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ROMA
FINANCIAL CORPORATION
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Date: March
18, 2010
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By:
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/s/
Sharon Lamont
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Sharon
Lamont
Chief
Financial Officer
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