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): January 29, 2009
LAKELAND BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| New Jersey | 33-27312 | 22-2953275 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
250 Oak Ridge Road, Oak Ridge, New Jersey 07438
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (973) 697-2000
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) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.03 | Material Modification to Rights of Security Holders |
On January 29, 2009, the Company filed with the State of New Jersey a Certificate of Amendment (the “Amendment”) pursuant to which it revised its Restated Certificate of Incorporation to authorize the issuance of up to 1,000,000 shares of Preferred Stock (the “Preferred Stock”) having such designations, powers, preferences, rights, qualifications and limitations as the Company’s Board of Directors may from time to time determine. The Amendment was approved by the Company’s shareholders at a special meeting held by the Company on January 28, 2009. A copy of the Certificate of Amendment and a press release are included as exhibits to this Form 8-K and are incorporated by reference to this Item 3.03.
| Item 9.01 | Financial Statement and Exhibits. |
(d) Exhibits
The following exhibits are being filed herewith:
|
Exhibit 3.1 |
The Company’s Certificate of Amendment, dated January 29, 2009. | |
|
Exhibit 99.1 |
Press Release dated February 3, 2009 | |
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SIGNATURE
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.
| LAKELAND BANCORP, INC. | ||
| By: |
/s/ Thomas J. Shara |
|
| Name: | Thomas J. Shara | |
| Title: | President and Chief Executive Officer | |
Dated: February 3, 2009
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EXHIBIT INDEX
|
Exhibit 3.1 |
The Company’s Certificate of Amendment, dated January 29, 2009. | |
|
Exhibit 99.1 |
Press Release dated February 3, 2009 | |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
LAKELAND BANCORP, INC.
(Pursuant to N. J. S. A. 14A:9-2(4) and 14A:9-4(3))
Pursuant to N.J.S.A. 14A:9-2(4) and N.J.S.A. 14A:9-4(3), the undersigned corporation hereby certifies as follows:
1. The name of the corporation is Lakeland Bancorp, Inc. (the “Corporation”).
2. Section 3 of the Corporation’s restated certificate of incorporation has been amended and restated to provide in its entirety as follows:
“3. Capitalization . The total authorized capital stock of the Corporation shall be 41,000,000 shares, consisting of:
1. 1,000,000 shares of preferred stock, no par value (“Preferred Stock”); and
2. 40,000,000 shares of common stock, no par value (“Common Stock”).
The Board of Directors is authorized to issue the Preferred Stock from time to time in one or more classes or series, each such class or series to have voting powers (if any), conversion rights (if any), designations, preferences and relative, participating, optional or other special rights, and such qualifications, limitations or restrictions thereof, as shall be determined by the Board of Directors and stated and expressed in a resolution or resolutions thereof providing for the issuance of such Preferred Stock. Shares of the authorized capital stock may be issued from time to time for such consideration as may be fixed from time to time by the Board of Directors. Subject to the powers, preferences and rights of any Preferred Stock, including any class or series thereof, having preferences or priority over, or rights superior to, the Common Stock and except as otherwise provided by law, the holders of the Common Stock shall have and possess all powers and voting and other rights pertaining to the stock of the Corporation. In furtherance of the immediately preceding sentence:
1. General . All shares of Common Stock will be identical and will entitle the holders thereof to the same rights and privileges. The voting, dividend, liquidation and other rights of the holders of the Common Stock are subject to, and qualified by, the rights of the holders of the Preferred Stock, if any.
2. Voting . The holders of Common Stock will be entitled to one vote per share on all matters to be voted on by the Corporation’s stockholders, except as otherwise required by law or this Certificate of Incorporation. Except as provided by law or this Certificate of Incorporation, holders of Common Stock shall vote together with the holders of Preferred Stock as a single class on all matters. There shall be no cumulative voting.
3. Dividends . Dividends may be declared and paid on the Common Stock from funds lawfully available therefor if, as and when determined by the Board of Directors in its sole discretion, subject to provisions of law, the provisions of this Certificate of Incorporation, and the relative rights and preferences of any shares of Preferred Stock authorized and issued hereunder.
4. Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Common Stock shall be entitled, subject to the rights and preferences, if any, of any holders of shares of Preferred Stock authorized and issued hereunder, to share, ratably in proportion to the number of shares of Common Stock held by them, in the remaining assets of the Corporation available for distribution to its stockholders.”
3. The above-mentioned amendment was adopted by the shareholders of the Corporation on January 28, 2009.
4. A total of 23,687,003 shares of the Corporation’s Common Stock were entitled to vote on the above-mentioned amendment.
5. A total of 12,308,482 shares of the Corporation’s Common Stock voted for the above-mentioned amendment, a total of 3,613,742 shares of the Corporation’s Common Stock voted against the above-mentioned amendment and a total of 44,084 shares of the Corporation’s Common Stock abstained from voting on the above-mentioned amendment.
IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate of Amendment to be executed on its behalf by its duly authorized officer this 29 day of January, 2009.
| LAKELAND BANCORP, INC. | ||
| By: |
/s/ Thomas J. Shara |
|
| Thomas J. Shara, President | ||
Exhibit 99.1
|
Thomas J. Shara President & CEO
Joseph F. Hurley EVP & CFO 973-697-2000 |
Lakeland Bancorp Receives Shareholder Approval to Issue Preferred Stock
Oak Ridge, New Jersey - February 3, 2009 – At a special meeting of shareholders of Lakeland Bancorp, Inc. (NASDAQ: LBAI) (“Lakeland”) held on January 28, 2009, the company received approval to amend its Certificate of Incorporation to authorize up to one million shares of preferred stock, from which 59,000 shares are anticipated to be issued to the U.S. Department of the Treasury in connection with the TARP Capital Purchase Program at a closing to be held in the near future.
“We are very pleased with the outcome of the shareholder meeting and appreciate the continued support of our loyal shareholder base,” said Thomas J. Shara, President and CEO of Lakeland. “We look forward to putting our new capital to use by providing conservatively underwritten loans to individuals and business owners in the communities we serve.”
Lakeland, the holding company for Lakeland Bank, has a current asset base of $2.6 billion and forty-nine (49) offices spanning six northwestern New Jersey counties: Bergen, Essex, Morris, Passaic, Sussex and Warren. Lakeland Bank, headquartered at 250 Oak Ridge Road, Oak Ridge, offers an extensive array of consumer and commercial products and services, including online banking, localized commercial lending teams, equipment leasing, and 24-hour or less turnaround time on consumer loan applications. For more information about their full line of products and services, visit their website at www.lakelandbank.com .
FORWARD-LOOKING STATEMENTS
Any non-historical statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to several risks and uncertainties that could cause actual results to differ materially from such statements. The words “anticipates”, “projects”, “intends”, “estimates”, “expects”, “believes”, “plans”, “may”, “will”, “should”, “could”, and other similar expressions are intended to identify such forward-looking statements. Lakeland cautions that these forward-looking statements are necessarily speculative and speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all of which may change over time. Actual results could differ materially from such forward-looking statements. The following factors, among others, could cause actual results to differ materially and adversely from such forward-looking statements: whether Lakeland and the Treasury close on the issuance of the preferred stock and warrants under the Capital Purchase Program; operational factors relating to the performance of Lakeland Bank, market conditions, competitive conditions and general economic conditions. Any statements made by Lakeland that are not historical facts should be considered to be forward-looking statements. Lakeland is not obligated to update and does not undertake to update any of its forward-looking statements made herein.