sct8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February
22, 2010
Southern
Connecticut Bancorp, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Connecticut
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000-49784
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06-1609692
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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215
Church Street
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New
Haven, Connecticut
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06510
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(203) 782-1100
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (ee General
Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Entry
into a Material Definitive
Agreement.
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On
February 22, 2010, Southern Connecticut Bancorp, Inc. (“SSE”) entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Naugatuck Valley
Financial Corporation (“NVSL”) and Newco, a corporation to be formed by NVSL to
be the holding company for Naugatuck Valley Savings and Loan (“NVSL Bank”),
pursuant to which SSE will merge with and into NVSL, with NVSL being the
surviving corporation (the “Merger”).
In
connection with the Merger, Naugatuck Valley Mutual Holding Company (“NVSL
MHC”), which is presently the majority shareholder of NVSL, will reorganize and
convert from a mutual holding company form of organization to a stock holding
company form of organization (the “Conversion”). The stock holding
company will be Newco, which will (i) offer and sell shares of its common stock
as prescribed in a Plan of Conversion adopted concurrently with the execution of
the Merger Agreement (the “Conversion Stock Offering”) and (ii) exchange shares
of its common stock for shares of NVSL common stock held by persons other than
NVSL MHC. Additionally, in connection with the Merger, The Bank of
Southern Connecticut, a wholly-owned subsidiary of SSE (“SSE Bank”), will be
merged with and into NVSL Bank.
Subject
to the terms and conditions of the Merger Agreement, each outstanding share of
SSE common stock will be converted into the right to receive, at the election of
the holder of such share of SSE common stock, (i) cash consideration of $7.25,
(ii) stock consideration equal to the number of shares of Newco common stock in
an exchange ratio equal to the result obtained by dividing $7.25 by the initial
offering price of Newco common stock in the Conversion Stock Offering, or (iii)
a combination of the cash consideration and the stock consideration, subject to
customary proration and allocation procedures, if necessary, to assure that 50%
of the outstanding shares of SSE common stock are exchanged for Newco common
stock and 50% of the outstanding shares of SSE common stock are exchanged for
cash.
The
Merger Agreement contains representations, warranties and covenants of SSE and
NVSL. Among other customary covenants, SSE has agreed that it will
conduct its business in the ordinary course and consistent with prudent banking
practices during the period between the execution of the Merger Agreement and
the consummation of the Merger and will refrain from taking certain actions
during such period unless it obtains the prior written consent of NVSL. The SSE
Board of Directors has agreed, subject to certain conditions, to submit the
Merger for approval by the shareholders of SSE and to recommend the approval of
the Merger. All of SSE’s directors have entered into voting
agreements whereby they have agreed to vote their shares of SSE common stock
owned on the record date for the shareholder meeting to approve the
Merger. SSE has agreed not to solicit, initiate or encourage or,
subject to certain exceptions, participate in any discussions or negotiations
with or furnish any information to, any person, entity or group (other than
NVSL) concerning SSE or The Bank of Southern Connecticut entering into an
alternative business combination.
Newco and
NVSL Bank will select and invite, in their sole discretion and subject to their
corporate governance policies and procedures, one SSE director to serve on the
Board of Directors of Newco and NVSL. NVSL Bank will also establish
an advisory board for the SSE market area and invite each SSE director other
than the SSE director selected and invited to join the Boards of Directors of
Newco and NVSL Bank to serve on such advisory board. NVSL Bank will
maintain the advisory board for a minimum period of one year following the
consummation of the Merger.
Concurrently
with the execution of the Merger Agreement, NVSL Bank has entered into
employment agreements with each of Matthew L. Proto, Sr., Senior Vice President
of SSE Bank, and Sunil Pallan, Senior Vice President and Chief Credit Officer of
SSE Bank, which employment agreements will become effective upon the
consummation of the Merger.
The
Merger is expected to be completed during the third quarter of 2010 and is
subject to the completion of the Conversion, approval of the shareholders of
SSE, the receipt of regulatory approvals and other customary closing
conditions. The Merger Agreement further provides that, upon
termination of the Merger Agreement under specified circumstances SSE may be
required to pay NVSL a termination fee of up to $900,00 and in other specified
circumstances, NVSL may be required to pay SSE a termination fee of up to
$900,000.
The
foregoing description of the Merger Agreement is qualified in its entirety by
reference to the actual terms and conditions of the Merger Agreement, a copy of
which is attached hereto as Exhibit 2.1 and is incorporated by reference herein
in its entirety.
The
representations and warranties of the parties made in the Merger Agreement were
made solely for purposes of the contract between the parties to the Merger
Agreement. The assertions embodied in those representations and
warranties are subject to important qualifications and limitations agreed to by
the parties in connection with the negotiation of the terms of the Merger
Agreement. Representations and warranties may not be accurate or
complete because they were made as of a specified date, may be subject to a
contractual standard of materiality that may differ from what is viewed as
material by shareholders, may have been used for the purpose of allocating risk
between the parties and/or may establish closing conditions rather than
establishing matters as facts. Accordingly, no person should rely on
the representations and warranties as statements of facts at the time they were
made or otherwise and the representations and warranties should be read only in
conjunction with the other information that SSE makes publicly available in
reports, statements and other documents filed with the Securities and Exchange
Commission.
A joint
press release announcing the Merger is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Additional
Information and Where to Find It
Newco,
NVSL and SSE will file a proxy statement/prospectus, registration statement and
other relevant documents concerning the proposed Merger with the Securities and
Exchange Commission (the “SEC”). SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER. You will be able to obtain a free copy
of the proxy statement/prospectus, as well as other filings containing
information about SSE, NVSL and Newco, at the SEC’s Internet site (http://www.sec.gov). Copies
of the proxy statement/prospectus to be filed by SSE, NVSL and Newco also can be
obtained, when available and without charge, (i) at SSE’s Internet site at www.scbancorp.com
under the tab “Investors Relations” and then under the tab “Public Filings” or
by directing a request to Southern Connecticut Bancorp, Inc., Attention:
Rosemarie A. Romano, 215 Church Street, New Haven, Connecticut 06510, (203)
782-1100, or (ii) at NVSL’s Internet site at www.nvsl.com under
the tab “Shareholder Relations” or by directing a request to Naugatuck Valley
Financial Corporation, Attention: Bernadette Mole, 333 Church Street, Naugatuck,
Connecticut 06770, (203) 720-5000.
Participants
in Solicitation
Southern
Connecticut Bancorp, Inc., Naugatuck Valley Financial Corporation and their
respective directors and executive officers may be deemed to be participants in
the solicitation of proxies from the shareholders of Southern Connecticut
Bancorp, Inc. in connection with the Merger. Information about the
directors and executive officers of Southern Connecticut Bancorp, Inc. and their
ownership of Southern Connecticut Bancorp, Inc. common stock is set forth in
Southern Connecticut Bancorp, Inc.’s most recent proxy statement filed with the
SEC on Schedule 14A on April 29, 2009, which is available at the SEC’s Internet
site (http://www.sec.gov) and upon request from Southern Connecticut Bancorp,
Inc. at the address in the preceding paragraph. Information about the
directors and executive officers of Naugatuck Valley Financial Corporation is
set forth in Naugatuck Valley Financial Corporation’s most recent proxy
statement filed with the SEC on Schedule 14A on April 10, 2009, which is
available at the SEC’s Internet site and upon request from Naugatuck Valley
Financial Corporation at the address set forth in the preceding
paragraph. Additional information regarding the interests of these
participants may be obtained by reading the proxy statement/prospectus regarding
the proposed Merger when it becomes available.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
A number
of the matters discussed in this report that are not historical or current facts
deal with potential future circumstances and developments, in particular,
information regarding the surviving entity in the Merger, including expected
synergies from the merger of Southern Connecticut Bancorp, Inc. and Naugatuck
Valley Financial Corporation, combined operating and financial data, competitive
strengths, growth opportunities, and whether and when the transactions
contemplated by the Merger Agreement will be consummated. The
discussion of such matters is qualified by the inherent risk and uncertainties
surrounding future expectations generally, and also may materially differ from
actual future experience involving any one or more of such
matters. Such risks and uncertainties include: the failure to realize
capital and operating expense synergies in the timeframe expected or at all;
unexpected costs or liabilities associated with the Merger; the result of the
review of the proposed Merger by various regulatory agencies, and any conditions
imposed on the new company in connection with the consummation of the Merger;
approval of the Merger by the shareholders of Southern Connecticut Bancorp, Inc.
and satisfaction of various other conditions to the closing of the Merger
contemplated by the Merger Agreement; and the risks that are described from time
to time in Southern Connecticut Bancorp, Inc.’s reports filed with the SEC,
including Southern Connecticut Bancorp, Inc.’s annual report on Form 10-K for
the year ended December 31, 2008, and subsequent reports filed with the
SEC.
ITEM
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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2.1
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99.1
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The
registrant has omitted schedules and similar attachments to the subject
agreement pursuant to Item 601(b)(2) of Regulation S-K. The
registrant will furnish a copy of any omitted schedule or similar
attachment to the United States Securities and Exchange Commission upon
request.
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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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Date:
February 23, 2010
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SOUTHERN
CONNECTICUT BANCORP, INC.
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By:
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/s/ John H. Howland
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John
H. Howland
President
and Chief Operating Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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2.1
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99.1
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*
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The
registrant has omitted schedules and similar attachments to the subject
agreement pursuant to Item 601(b)(2) of Regulation S-K. The
registrant will furnish a copy of any omitted schedule or similar
attachment to the United States Securities and Exchange Commission upon
request.
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