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

 

May 26, 2015

Date of Report (Date of earliest event reported)

 

TWO RIVER BANCORP

(Exact name of registrant as specified in its charter)

 

New Jersey

 

000-51889

 

20-3700861

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Ident. No.)

 

 

 

 

 

766 Shrewsbury Avenue , Tinton Falls , New Jersey

 

07724

(Address of principal executive offices)

 

(Zip Code)

 

(732) 389-8722

Registrant’s telephone number, including area code

 

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:

 

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

 

On May 29, 2015, Two River Bancorp (the “Company”) entered into amendments to the change in control agreements with A. Richard Abrahamian and Alan B. Turner (the “Amended CIC Agreements”), effective May 31, 2015, which extend the terms of the existing change in control agreements (originally effective as of June 1, 2013). The term of the Amended CIC Agreements will terminate on May 31, 2017 unless a Change in Control, as defined in the CIC Agreement, occurs prior to such date, in which case the Amended CIC Agreement will terminate on the earlier of (i) the executive’s death, or (ii) the second anniversary of the Change in Control, whichever is later. The amendments also add to the severance provisions of the existing change in control agreements to provide that if the executive is terminated by Company without Cause or (b) the executive terminates his employment voluntarily for Good Reason prior to a Change in Control, and a Change in Control occurs within six (6) months thereafter, the executive shall be entitled to amounts and benefits under the change in control agreement in the same manner as though the executive had terminated employment on the next banking day after the Change in Control. The amendments to the change in control agreement also eliminate the provision that if the Company was providing the executive at the time of his termination without Cause or resignation with Good Reason with an automobile for his use, the executive also would have been entitled to have the title of that automobile transferred to him, free of all liens, encumbrances, claims or leases, for the consideration of $1.00. Finally, the amendments to the change in control agreements add clarifying language to further comply with Section 409A of the Internal Revenue Code.

 

The amendments referenced above are each incorporated herein by reference to the exhibits to this current report. This summary description of these amendments does not purport to be complete and is qualified in its entirety by reference to the amendments attached as exhibits to this current report.

 

Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 14, 2015, the shareholders of the Company approved an amendment to the Company’s certificate of incorporation making the provisions of Sections 14A:3-6.1 to 14A:3-6.9 of the New Jersey Business Corporation Act, relating to derivative proceedings and shareholder class actions, applicable to the Company (the “Amendment”).

 

The Amendment was effective on May 26, 2015. The amended and restated certificate of incorporation of the Company giving effect to the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein in its entirety by reference.

 

Item 9.01     Financial Statements and Exhibits.

 

(d) Exhibits:
   

3.1

Amended and Restated Certificate of Incorporation of Two River Bancorp, effective as of May 26, 2015 .

   
10.1 First Amendment to Change in Control Agreement dated as of May 29, 2015 among TRB, TRCB and Alan B. Turner
   
10.2 First Amendment to Change in Control Agreement dated as of May 29, 2015 among TRB, TRCB and A. Richard Abrahamian

 

 
 
 

 

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.

 

 

TWO RIVER BANCORP

 

 

 

Dated: May 29, 2015

   

 

 

 

 

By:

/s/ A. Richard Abrahamian

   

A. Richard Abrahamian

   

Executive Vice President and Chief Financial Officer

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

 

TO THE

 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

OF

 

TWO RIVER BANCORP

 

Pursuant to the provisions of Section 14A:9-4 of the New Jersey Business Corporation Act, the undersigned corporation (the “Corporation”) executes the following Certificate of Amendment to its Amended and Restated Certificate of Incorporation:

 

FIRST: That the name of the corporation is TWO RIVER BANCORP.

 

SECOND: The amendment, as adopted (the "Amendment"), amends the Amended and Restated Certificate of Incorporation of the Corporation to add Article Eighth to read in full as follows:

 

“EIGHTH: The provisions of Section 14A:3-6.1 to 14A:3-6.9 of the New Jersey Business Corporation Act are hereby made applicable to the Corporation.”

 

THIRD: The Amendment was approved, pursuant to the provisions of N.J.S.A. 14A:9-2(4)(c), by the Corporation's shareholders at its annual meeting of shareholders held on May 14, 2015.

 

FOURTH: There were 6 ,649,052 shares of the common stock, no par value, of the Corporation present and entitled to vote on the proposal to approve the Amendment, of which 3,308,162 shares were voted for approval of the Amendment, and 179,737 shares were voted against such proposal. No other shares of any class or series were entitled to vote on the Amendment as a class.

 

IN WITNESS WHEREOF, Two River Bancorp has caused this Certificate of Amendment to be signed by William D. Moss, its President and Chief Executive Officer, this 20th day of May, 2015.

 

 

TWO RIVER BANCORP

 

 

 

 

 

 

 

 

 

 

By:

/s/  William D. Moss

 

 

 

   William D. Moss

 

 

 

   President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Exhibit 10.1

 

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT

 

THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Amendment”) is made on and as of May 29, 2015, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the State of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the State of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and Alan B. Turner (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.

 

WHEREAS , TRB, Employer and Executive entered into a Change in Control Agreement (the “Agreement”) as of June 1, 2013, which expires by its terms on May 31, 2015; and

 

WHEREAS, TRB, Employer and Executive wish to extend the term of the Agreement and modify the Agreement as set forth in this Amendment.

 

NOW, THEREFORE, TRB, Employer and Executive, in consideration of the mutual promises set forth in this Amendment, which the parties acknowledge to be sufficient, agree as follows:

 

 

1.

The second full paragraph of Section 9 of the Agreement is deleted.

 

 

2.

Section 12a. of the Agreement is amended by deleting “May 31, 2015” and inserting in its stead “May 31, 2017”.

 

 

3.

The following text is added to Section 12b. of the Agreement immediately following the current text:

 

“Notwithstanding any term of this Agreement to the contrary, including but not limited to the terms of the preceding paragraph, if a Change in Control as defined in this Agreement occurs within six (6) months after Executive has either been terminated in the absence of Cause, or resigned with Good Reason in accordance with the requirements of this Agreement, Executive shall be paid such amount and provided with such benefits as would have been paid and provided to Executive by application of the terms and conditions of Section 9 of this Agreement as though Executive’s employment had been terminated without Cause or Executive had resigned with Good Reason in accordance with the requirements of this Agreement on the next banking day after the occurrence of the Change in Control, subject in every respect to the terms of this Agreement, PROVIDED, HOWEVER, that (a) any amounts actually payable to Executive by application of this provision shall be paid within thirty (30) business days after the occurrence of the Change in Control, and (b) the applicability of Code Section 280G shall be determined by reference to the actual dates of the termination of Executive’s employment and the occurrence of the Change in Control, rather than the date on which Executive’s employment is assumed to have terminated for purposes of this provision. This provision shall survive the termination of Executive’s employment prior to the occurrence of a Change in Control, as shall all other provisions of this Agreement which are rendered effective as a result of the application of the preceding sentence.”

 

 
1
 

 

 

4.

The following text is added to Section 17(b) of the Agreement immediately following the current text:

 

“If an amount is to be paid under this Agreement in two or more installments, each installment shall be treated as a separate payment for purposes of Code Section 409A. Any portion of the benefits provided under this Agreement which have not been paid to Executive prior to the last banking business day of the second full calendar year following the year within which the Termination Date falls (the “Outside Date”) shall be paid to Executive on the Outside Date so that entire amount due under this Agreement is paid to Executive no later than the last day of the second taxable year of the Executive following the year within which the Termination Date falls.”

 

 

5.

All capitalized terms used, but not defined, in this Amendment shall have the meanings given in the Agreement. Except as explicitly modified in this Amendment, the Agreement shall remain in full force and effect, enforceable in accordance with its original terms.

 

IN WITNESS WHEREOF, and intending to be mutually bound, TRB and TRCB have caused this First Amendment to Change in Control Agreement to be signed by their respective duly authorized representatives pursuant to the authority of their Boards of Directors, and Executive has personally executed this Agreement, all as of the day and year first written above.

 

WITNESS:      

                        

 

/s/ WILLIAM D. MOSS

 

 

/s/ ALAN B. TURNER

 

 

 

Alan B. Turner, individually
       
ATTEST:     TWO RIVER BANCORP
       
       
/s/ ROBIN ZAGER   By: /s/ WILLIAM D. MOSS
Robin Zager, Secretary     William D. Moss
         Chief Executive Officer
       
ATTEST:      TWO RIVER COMMUNITY BANK
       
       
/s/ ROBIN ZAGER   By: /s/ WILLIAM D. MOSS
Robin Zager, Secretary     William D. Moss
         Chief Executive Officer

 

  

2

 

Exhibit 10.2

 

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT

 

THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Amendment”) is made on and as of May 29, 2015, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the State of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the State of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and A. Richard Abrahamian (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.

 

WHEREAS , TRB, Employer and Executive entered into a Change in Control Agreement (the “Agreement”) as of June 1, 2013, which expires by its terms on May 31, 2015; and

 

WHEREAS, TRB, Employer and Executive wish to extend the term of the Agreement and modify the Agreement as set forth in this Amendment.

 

NOW, THEREFORE, TRB, Employer and Executive, in consideration of the mutual promises set forth in this Amendment, which the parties acknowledge to be sufficient, agree as follows:

 

 

1.

The second full paragraph of Section 9 of the Agreement is deleted.

 

 

2.

Section 12a. of the Agreement is amended by deleting “May 31, 2015” and inserting in its stead “May 31, 2017”.

 

 

3.

The following text is added to Section 12b. of the Agreement immediately following the current text:

 

“Notwithstanding any term of this Agreement to the contrary, including but not limited to the terms of the preceding paragraph, if a Change in Control as defined in this Agreement occurs within six (6) months after Executive has either been terminated in the absence of Cause, or resigned with Good Reason in accordance with the requirements of this Agreement, Executive shall be paid such amount and provided with such benefits as would have been paid and provided to Executive by application of the terms and conditions of Section 9 of this Agreement as though Executive’s employment had been terminated without Cause or Executive had resigned with Good Reason in accordance with the requirements of this Agreement on the next banking day after the occurrence of the Change in Control, subject in every respect to the terms of this Agreement, PROVIDED, HOWEVER, that (a) any amounts actually payable to Executive by application of this provision shall be paid within thirty (30) business days after the occurrence of the Change in Control, and (b) the applicability of Code Section 280G shall be determined by reference to the actual dates of the termination of Executive’s employment and the occurrence of the Change in Control, rather than the date on which Executive’s employment is assumed to have terminated for purposes of this provision. This provision shall survive the termination of Executive’s employment prior to the occurrence of a Change in Control, as shall all other provisions of this Agreement which are rendered effective as a result of the application of the preceding sentence.”

 

 
1
 

 

 

4.

The following text is added to Section 17(b) of the Agreement immediately following the current text:

 

“If an amount is to be paid under this Agreement in two or more installments, each installment shall be treated as a separate payment for purposes of Code Section 409A. Any portion of the benefits provided under this Agreement which have not been paid to Executive prior to the last banking business day of the second full calendar year following the year within which the Termination Date falls (the “Outside Date”) shall be paid to Executive on the Outside Date so that entire amount due under this Agreement is paid to Executive no later than the last day of the second taxable year of the Executive following the year within which the Termination Date falls.”

 

 

5.

All capitalized terms used, but not defined, in this Amendment shall have the meanings given in the Agreement. Except as explicitly modified in this Amendment, the Agreement shall remain in full force and effect, enforceable in accordance with its original terms.

 

IN WITNESS WHEREOF, and intending to be mutually bound, TRB and TRCB have caused this First Amendment to Change in Control Agreement to be signed by their respective duly authorized representatives pursuant to the authority of their Boards of Directors, and Executive has personally executed this Agreement, all as of the day and year first written above.

 

WITNESS:      

                        

 

/s/ ROBIN ZAGER

 

 

/s/ A. RICHARD ABRAHAMIAN

 

 

 

A. Richard Abrahamian, individually
       
ATTEST:     TWO RIVER BANCORP
       
       
/s/ ROBIN ZAGER   By: /s/ WILLIAM D. MOSS
Robin Zager, Secretary     William D. Moss
         Chief Executive Officer
       
ATTEST:      TWO RIVER COMMUNITY BANK
       
       
/s/ ROBIN ZAGER   By: /s/ WILLIAM D. MOSS
Robin Zager, Secretary     William D. Moss
         Chief Executive Officer

 

 

2