LAKELAND BANCORP INC (Form: 8-K, Received: 01/06/2022 17:20:36)

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 6, 2022

LAKELAND BANCORP, INC.

(Exact name of the registrant as specified in its charter)

New Jersey

000-17820

22-2953275

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

250 Oak Ridge Road

Oak Ridge, New Jersey

07438

(Address of principal executive offices)

(Zip Code)

(973) 697-2000

(Registrant’s telephone number)

N/A

(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):

☐	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-4c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, no Par Value

LBAI

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01

Completion of Acquisition or Disposition of Assets.

On January 6, 2022, Lakeland Bancorp, Inc. (“Lakeland”) completed its previously announced acquisition of 1st Constitution Bancorp, a New Jersey corporation (“1st Constitution”), pursuant to the Agreement and Plan of Merger, dated as of July 11, 2021 (the “Merger Agreement”), by and between Lakeland and 1st Constitution. Under the terms of the Merger Agreement, 1st Constitution merged with and into Lakeland (the “Merger”), with Lakeland being the surviving corporation of the Merger. Immediately following the Merger, 1st Constitution Bank, a New Jersey-chartered commercial bank and wholly-owned subsidiary of 1st Constitution, merged with and into Lakeland Bank, a New Jersey-chartered commercial bank and wholly-owned subsidiary of Lakeland, with Lakeland Bank being the surviving bank.

Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), holders of 1st Constitution common stock became entitled to receive, for each share of 1st Constitution common stock issued and outstanding immediately prior to the Effective Time, 1.3577 shares of Lakeland common stock, no par value per share.

At the Effective Time, each 1st Constitution stock option that was outstanding and unexercised was cancelled and converted into the right to receive an amount of cash equal to the product of (i) the excess of (A) the product of (x) the 1.3577 exchange ratio and (y) $25.55 (which represents the volume-weighted average trading price of a share of Lakeland common stock for the five consecutive trading days ending on the fifth trading day preceding the closing date), over (B) the exercise price of such 1st Constitution stock option, and (ii) the number of shares of 1st Constitution common stock subject to said 1st Constitution stock option.

Each share of 1st Constitution restricted stock outstanding immediately prior to the Effective Time became fully vested and was converted at the Effective Time into the right to receive 1.3577 shares of Lakeland common stock for each share of 1st Constitution restricted stock.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the consummation of the Merger, and pursuant to the terms of the Merger Agreement, Robert F. Mangano, the former director, Chief Executive Officer and President of 1st Constitution, was appointed as a director of Lakeland and Lakeland Bank. Mr. Mangano, age 76, served as the President and Chief Executive Officer of 1st Constitution and 1st Constitution Bank since August 1996.

As previously described in the joint proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-259117) filed by Lakeland with the Securities and Exchange Commission (the “SEC”) on August 27, 2021, as amended on October 13, 2021 (as so amended, the “Joint Proxy Statement/Prospectus”), effective as of January 6, 2022, Mr. Mangano entered into an Acknowledgement and Release Agreement with Lakeland pursuant to which Mr. Mangano received the lump sum payment that would have been payable to him pursuant to the terms of his Employment Agreement with 1st Constitution upon a termination by 1st Constitution without “just cause” or by Mr. Mangano for any reason within 12 months following a change in control. For a description of Mr. Mangano’s Employment Agreement, the Acknowledgement and Release Agreement and additional information about the arrangements and transactions with respect to Mr. Mangano, see the section in the

Joint Proxy Statement/Prospectus entitled “Description of the Merger—Interests of 1st Constitution Directors and Management in the Merger.” Such description is incorporated by reference into this Current Report on Form 8-K.

Additionally, effective upon the consummation of the Merger, in connection with the Merger and pursuant to the terms of the Merger Agreement, the Boards of Directors of Lakeland and Lakeland Bank expanded the size of their Boards of Directors by one member to appoint Mr. Mangano.

Mr. Mangano has been appointed to the Directors Loan Review and Risk Committees.

Other than Mr. Mangano’s Acknowledgement and Release Agreement, there are no transactions, or proposed transactions, to which Lakeland is or was to be party and in which Mr. Mangano has a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Compensation arrangements for Mr. Mangano as a director of Lakeland will be consistent with the previously disclosed standard arrangements for non-employee directors as described in Lakeland’s proxy statement for its 2021 annual meeting of shareholders filed on April 9, 2021 with the SEC, which disclosure is incorporated herein by reference.

On January 6, 2022, Lakeland and its wholly owned subsidiary, Lakeland Bank, amended the Change in Control Agreement for Ronald E. Schwarz, Senior Executive Vice President and Chief Operating Officer, so as to further extend the “Contract Period” by one year from its present expiry date of February 7, 2022 to February 7, 2023. A copy of the Amendatory Agreement to the Change in Control Agreement dated January 6, 2022 is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 8.01

Other Events.

On January 6, 2022, Lakeland issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01.

Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

The financial statements required to be filed under this Item 9.01(a) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The pro forma financial information required to be filed under this Item 9.01(b) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.


2.1		Agreement and Plan of Merger, dated July 11, 2021, by and between Lakeland Bancorp, Inc. and 1st Constitution Bancorp (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by Lakeland Bancorp, Inc. on July 12, 2021)

10.1		Amendatory Agreement to the Change in Control Agreement dated January 6, 2022

99.1		Press Release dated January 6, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


		LAKELAND BANCORP, INC.

DATE: January 6, 2022	By:	/s/ Timothy J. Matteson, Esq.
		Timothy J. Matteson, Esq.
		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Exhibit 10.1

AMENDATORY AGREEMENT

TO CHANGE IN CONTROL AGREEMENT

This AMENDATORY AGREEMENT (the “Amendatory Agreement”) is made and entered into as of the 6^th day of January, 2022 by and among Lakeland Bancorp, Inc. (“Bancorp”), Lakeland Bank (the “Bank” and, collectively with Bancorp, the “Company”) and Ronald E. Schwarz (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive entered into a certain Change in Control Agreement, dated as of May 29, 2009, which Agreement has been amended from time to time thereafter (as amended, the “Agreement”); and

WHEREAS, the Agreement provides for certain terms and conditions of the Executive’s employment in the event of a “Change in Control” (as defined therein); and

WHEREAS, the Company and the Executive desire to amend the Agreement to clarify certain terms of the severance to be paid thereunder; and

WHEREAS, Section 16 of the Agreement permits the Agreement to be amended by a writing executed by the parties thereto;

NOW, THEREFORE, the Company and the Executive hereby agree that, effective as of the date first above written, the following sections are hereby amended:

Section 1(c) of the Agreement (definition of the “Contract Period”) is hereby amended by deleting the noted subsection in its entirety and replacing it with the following:

Contract Period. “Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending of the earlier of (i) the second anniversary of the Change in Control, (ii) February 7, 2023, or (iii) the death of the Executive.”

Except as specifically provided herein to the contrary, the Agreement shall continue in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Amendatory Agreement to be executed and the Executive has hereunto set his hand, all as of the date first above written.

EXECUTIVE:

/s/ Ronald E. Schwarz

Ronald E. Schwarz


LAKELAND BANCORP, INC.

By:		/s/ Thomas J. Shara
		Thomas J. Shara, President and CEO

LAKELAND BANK

By:		/s/ Thomas J. Shara
		Thomas J. Shara, President and CEO

Exhibit 99.1

LOGO

Lakeland Bancorp, Inc. Completes Merger with 1st Constitution Bancorp

Oak Ridge, N.J., January 6, 2022 – Lakeland Bancorp, Inc. (NASDAQ: LBAI) (“Lakeland”) announced that its acquisition of 1st Constitution Bancorp (NASDAQ: FCCY) (“1st Constitution”) was completed effective January 6, 2022.

Lakeland will issue approximately 14.1 million shares of common stock in the transaction. The common shareholders of 1st Constitution will receive 1.3577 shares of Lakeland common stock for each 1st Constitution share that they own.

Effective January 6, 2022, 1st Constitution’s wholly-owned subsidiary, 1st Constitution Bank, was merged into Lakeland Bank. As of September 30, 2021, 1st Constitution had approximately $1.91 billion in assets, $1.20 billion in loans and $1.64 billion in deposits. The acquisition represents a significant addition to Lakeland’s New Jersey franchise and the combined organization will have over $10 billion in assets and rank as the 5^th largest bank headquartered in New Jersey. Full systems integration is expected to be completed in the first quarter of 2022.

“We are excited to welcome the customers, employees, and shareholders of 1st Constitution to the Lakeland team. We look forward to Robert F. Mangano joining our Boards of Directors,” said Thomas Shara, President and Chief Executive Officer of Lakeland.

Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and Luse Gorman, PC provided legal counsel to Lakeland. Raymond James & Associates served as financial advisor and Day Pitney LLP provided legal counsel to 1st Constitution.

About Lakeland Bancorp, Inc.

Lakeland Bancorp, Inc. has an extensive branch network and commercial lending centers throughout New Jersey and in Highland Mills, New York, and offers business and retail banking products and services. Business services include commercial loans and lines of credit, commercial real estate loans, loans for healthcare services, asset-based lending, equipment financing, small business loans and lines and cash management services. Consumer services include online and mobile banking, home equity loans and lines, mortgage options and wealth management solutions. Lakeland is proud to be recognized as one of New Jersey’s Best-In State Banks by Forbes and Statista, rated a 5-Star Bank by Bauer Financial and named one of New Jersey’s 50 Fastest Growing Companies by NJBIZ. As of September 30, 2021, Lakeland had consolidated total assets, total loans, total deposits and total stockholders’ equity of $8.17 billion, $5.88 billion, $6.93 billion and $814.1 million, respectively.

Cautionary Statements Regarding Forward-Looking Information

This press release contains forward-looking statements with respect to the proposed merger and the timing of consummation of the merger that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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. 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: the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and the business, results of operations, and financial condition of Lakeland; the outcome of any legal proceedings instituted against Lakeland or 1st Constitution; failure to realize anticipated efficiencies and synergies of the merger; material adverse changes in Lakeland’s operations or earnings; decline in the economy in Lakeland’s primary market area; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the dilution caused by Lakeland’s issuance of additional shares of its capital stock in connection with the merger; and other factors that may affect the future results of Lakeland. Additional factors that could cause results to differ materially from those described above can be found in Lakeland’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective Risk Factors sections of such reports, as well as in subsequent filings with the Securities and Exchange Commission (the “SEC”), each of which is on file with the SEC and available in the “Investor Relations” section of Lakeland’s website, www.lakelandbank.com, and in other documents Lakeland files with the SEC.

Except as required by law, Lakeland assumes no obligation to update any forward-looking statements at any time.

Contact:

Lakeland Bancorp, Inc.:

Thomas J. Shara

President and Chief Executive Officer

Thomas F. Splaine

Executive Vice President and Chief Financial Officer

973-697-2000