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

 

August   8 , 2019
Date of Report (Date of earliest event reported)

 

Two River Bancorp
(Exact name of registrant as specified in its charter)

 

New Jersey

(State or other jurisdiction
of incorporation)

000 - 51889

(Commission
File Number)

20- 3700861

(IRS Employer
Ident. No.)

 

766 Shrewsbury Avenue, Tinton Falls, New Jersey

(Address of principal executive offices)

07724

(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))

 

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

 

Title of each class

Common Stock, no par value

Trading Symbol(s)

TRCB

Name of each exchange on which registered

The NASDAQ Stock Market LLC

 

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

 

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. ☐

 

1
 

 

Item 1.02. Termination of a Material Definitive Agreement.

 

As a result of the redemption described in Item 3.03 of this Report, the parties’ obligations under the Rights Agreement (defined below) have been terminated. The disclosure under Item 3.03 is incorporated by reference herein.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

On August 8, 2019, Two River Bancorp (“Two River”) completed the redemption of all of the outstanding stock purchase rights (“Rights”) issued under the Shareholder Rights Agreement, dated July 20, 2011 (the "Rights Agreement"), by and between Two River and Computershare Limited (“Computershare”), successor in interest to Registrar and Transfer Company, as rights agent (the "Agent"), at a redemption price of $0.00092464 per outstanding Right, or $8,036 in the aggregate. Therefore, all rights to exercise the Rights terminated as of August 8, 2019, and the only remaining right of the holders of Rights is to receive the redemption price for the Rights held.

 

The redemption price was determined pursuant to the terms of the Rights Agreement, and was adjusted to reflect all stock splits, stock dividends, and similar transactions occurring after the date of the Rights Agreement. The redemption price will be payable in cash, and such payment will be mailed by the Agent to the holders of the Rights within the next 30 days.

 

Prior to the redemption of the Rights, holders of Two River's common stock, no par value per share (the "Common Stock"), had one Right for each share of Common Stock outstanding. Each Right had entitled the holder to purchase from Two River one one-thousandth of a share of Series B Junior Participating Preferred Stock. Computershare also serves as the transfer agent for the Common Stock.

 

A copy of the press release announcing the redemption of the Rights is attached hereto as Exhibit 99.1.

 

Item 8.01 .  Other Events

 

On August 13, 2019, Two River issued a press release announcing that Two River completed the redemption of the Rights on August 8, 2019.

 

A copy of the press release announcing the redemption of the Rights is attached hereto as Exhibit 99.1.

 

 

Item   9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1

Press Release dated August 13, 2019.

 

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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.

 

 

TWO RIVER BANCORP

 

 

 

 

 

Dated:  August 13, 2019      

 

 

 

 

 

By:

/s/  A. Richard Abrahamian

 

 

 

A. Richard Abrahamian

 

 

 

Executive Vice President and Chief Financial Officer

 

 

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Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Two River Bancorp ANNOUNCES RE DEMPTION OF STOCK PURCHASE RIGHTS UNDER Shareholder Rights PLAN

 

TINTON FALLS, N.J., August 13 , 201 9 - Two River Bancorp (Nasdaq: TRCB) (the "Company") announced today that on August 8, 2019, it completed the redemption of all of the outstanding stock purchase rights (“Rights”) issued under the Shareholder Rights Agreement, dated July 20, 2011 (the "Rights Agreement"), by and between the Company and Computershare Limited, successor in interest to Registrar and Transfer Company, as rights agent (the "Agent"), at a redemption price of $0.00092464 per outstanding Right, or $8,036 in the aggregate. Therefore, all rights to exercise the Rights terminated as of August 8, 2019, and the only remaining right of the holders of Rights is to receive the redemption price for the Rights held.

 

"With our decision to enter into a definitive merger agreement with OceanFirst Financial Corp., our board of directors thought it appropriate to redeem the outstanding Rights,” said William D. Moss, the Company’s Chairman, President & CEO.

 

The redemption price was determined pursuant to the terms of the Rights Agreement, and was adjusted to reflect all stock splits, stock dividends, and similar transactions occurring after the date of the Rights Agreement. The redemption price will be payable in cash, and such payment will be mailed by the Agent to the holders of the Rights within the next 30 days.

 

About the Company

Two River Bancorp is the holding company for Two River Community Bank, which is headquartered in Tinton Falls, New Jersey. Two River Community Bank operates 14 branches along with two loan production offices throughout Monmouth, Middlesex, Union, and Ocean Counties, New Jersey. More information about Two River Community Bank and Two River Bancorp is available at  www.tworiverbank.com .

 

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's confidence and strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology and market conditions. These statements may be identified by such forward-looking terminology as "continue," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy" or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, unanticipated changes in the financial markets and the direction of interest rates; volatility in earnings due to certain financial assets and liabilities held at fair value; competition levels; loan and investment prepayment s differing from our assumptions; insufficient allowance for credit losses; a higher level of loan charge-offs and delinquencies than anticipated; material adverse changes in our operations or earnings; a decline in the economy in our market areas; changes in relationships with major customers; changes in effective income tax rates; higher or lower cash flow levels than anticipated; inability to hire or retain qualified employees; a decline in the levels of deposits or loss of alternate funding sources; a decrease in loan origination volume or an inability to close loans currently in the pipeline; changes in laws and regulations; adoption, interpretation and implementation of accounting pronouncements; operational risks, including the risk of fraud by employees, customers or outsiders; and the inability to successfully implement or expand new lines of business or new products and services. For a list of other factors which would affect our results, see the Company's filings with the Securities and Exchange Commission, including those risk factors identified in the "Risk Factor" section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 201 8 . The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company assumes no obligation for updating any such forward-looking statements at any time, except as required by law.

 

Investor Contact:

Adam Prior, Senior Vice President

The Equity Group Inc.

Phone: (212) 836-9606

E-mail: aprior@equityny.com

 

Media Contact:

Adam Cadmus, Assistant Vice President, Marketing Director

Phone: (732) 982-2167

Email: acadmus@tworiverbank.com