04.21.14 Regulatory Approval Team Capital
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
Date of Report (Date of earliest event reported): April 21, 2014
PROVIDENT FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 001-31566 | | 42-1547151 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
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239 Washington Street, Jersey City, New Jersey | | 07302 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (732) 590-9200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
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[X] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 8.01 Other Events.
On April 21, 2014, Provident Financial Services, Inc. and Team Capital Bank issued a joint press release announcing that approvals were received from the Federal Deposit Insurance Corporation, the
New Jersey Department of Banking and Insurance, and the Pennsylvania Department of Banking and Securities to complete the merger of Team Capital Bank with and into Provident’s bank subsidiary, The Provident Bank. The Federal Reserve Board has advised that the merger does not require its approval. The merger remains subject to the approval of Team Capital Bank’s stockholders at a special meeting to be held on May 23, 2014. Assuming receipt of stockholder approval, it is anticipated that the transaction will be consummated at the end of May.
A copy of the joint press release dated April 21, 2014 is attached hereto as Exhibit 99.1.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition to those risk factors listed in the Company’s Annual Report on Form 10-K, the following factors could cause the actual results of the Company’s operations to differ materially from the Company’s expectations: the businesses of the Company and Team Capital may not be combined successfully, or such combination may take longer to accomplish than expected; the cost savings from the merger may not be fully realized or may take longer to realize than expected; operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; or the stockholders of Team Capital may fail to approve the merger.
Item 9.01. Financial Statements and Exhibits
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(a) | | Financial statements of businesses acquired. Not Applicable. |
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(b) | | Pro forma financial information. Not Applicable. |
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(c) | | Shell company transactions: Not Applicable. |
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(d) | | Exhibits. |
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Exhibit No. | | Description |
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99.1 | | Press Release dated April 21, 2014 |
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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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| | PROVIDENT FINANCIAL SERVICES, INC. |
DATE: April 21, 2014 | By: | /s/ Christopher Martin |
| | Christopher Martin |
| | Chairman, President and Chief Executive Officer |