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):
June 13, 2017
Sterling Bancorp
(Exact name of registrant as specified in
its charter)
Delaware
|
|
001-35385
|
|
80-0091851
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
400 Rella Boulevard, Montebello, New York
|
|
10901
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including
area code: (845) 369-8040
Not Applicable
(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:
|
x
|
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))
|
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.
¨
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
|
On June 13, 2017, Sterling Bancorp (“
Sterling
”
or the “
Company
”) held a special meeting of stockholders (the “
Special Meeting
”),
as further described in Section 5.07 below, at which the Company’s stockholders approved an amendment to the Company’s
Amended and Restated Certificate of Incorporation (the “
Sterling Charter
”) to increase Sterling’s
authorized shares of common stock by 120 million to 310 million (the “
Amendment
”) in connection with
the Merger (defined below). The Amendment became effective upon the Company’s filing of the Amendment with the Secretary
of State of Delaware on June 14, 2017. A copy of the amendment to the Sterling Charter is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
The Special Meeting was
held on June 13, 2017 in order for Sterling’s stockholders to vote upon the following proposals set forth in a joint proxy
statement/prospectus (the “
Proxy Statement/Prospectus
”) prepared in connection with the Merger (defined
below), dated April 28, 2017, and filed with the U.S. Securities and Exchange Commission (the “
SEC
”)
on May 1, 2017:
As of April 28, 2017,
the record date for the Special Meeting, there were 135,593,374 shares of Sterling common stock issued and outstanding and eligible
to be voted at the Special Meeting, and 125,692,502 shares were represented in person or by proxy at the Special Meeting, which
constituted a quorum to conduct business at the meeting.
The results of the votes cast by stockholders
are as follows:
Proposal 1
:
To adopt the Agreement and Plan of Merger, dated as of March 6, 2017 (the “
Merger
Agreement
”),
by and between Astoria Financial Corporation (“
Astoria
”) and Sterling, as such agreement may be amended
from time to time, pursuant to which Astoria will merge with and into Sterling, with Sterling as the surviving corporation (the
“
Merger
”), as more fully described in the Proxy Statement/Prospectus (the “
Sterling Merger
Proposal
”);
|
Proposal 1:
|
The Sterling Merger Proposal:
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
112,196,650
|
|
|
|
284,486
|
|
|
|
530,928
|
|
|
|
12,680,438
|
|
Proposal 2
: To approve
an amendment to Sterling’s Charter to increase Sterling’s authorized shares of common stock by 120 million to 310 million
(the “
Sterling Charter Amendment Proposal
”);
|
Proposal 2:
|
The Sterling Charter Amendment Proposal:
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
124,115,502
|
|
|
|
973,606
|
|
|
|
603,394
|
|
|
|
0
|
|
Proposal 3
:
To approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further
solicitation of proxies in favor of the Sterling Merger Proposal and the Sterling Charter Amendment Proposal (the “
Adjournment
Proposal
”). Because the Sterling Merger Proposal and the Sterling Charter Amendment Proposal were approved, the Adjournment
Proposal was withdrawn and not considered at the Special Meeting.
Completion of the Merger
remains subject to the satisfaction of the remaining customary closing conditions contained in the Merger Agreement. Assuming
such conditions are satisfied, Sterling currently expects to complete the Merger in the fourth calendar quarter of 2017.
Item 8.01 Other
Events.
On June 13, 2017, the
Company and Astoria jointly issued a press release announcing the voting results described in Item 5.07 of this Current Report
on Form 8-K, along with the voting results of the special meeting of Astoria’s stockholders. The joint press release is attached
to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements
contained in this report are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
giving Sterling’s expectations or predictions of future financial or business performance or conditions. Forward-looking
statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,”
“target,” “estimate,” “continue,” “positions,” “prospects” or “potential,”
by future conditional verbs such as “will,” “would,” “should,” “could” or “may,”
or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements
about the benefits of the business combination transaction involving Astoria and Sterling, including future financial and operating
results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical
facts. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In
addition to factors previously disclosed in Sterling’s and Astoria’s reports filed with the SEC, the following factors,
among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals
and meet other closing conditions to the Merger, including delay in closing the Merger; business disruption following the merger;
difficulties and delays in integrating the Sterling and Astoria businesses or fully realizing cost savings and other benefits;
Sterling’s potential exposure to unknown or contingent liabilities of Astoria; the challenges of integrating, retaining,
and hiring key personnel; failure to attract new customers and retain existing customers in the manner anticipated and other consequences
associated with mergers, acquisitions and divestitures; the outcome of pending or threatened litigation, or of matters before regulatory
agencies, whether currently existing or commencing in the future, including litigation related to the merger; any interruption
or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other
systems; changes in Sterling’s stock price before closing, including as a result of the financial performance of Astoria
prior to closing; operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry
changes in information technology systems, on which Sterling and Astoria are highly dependent; changes in legislation, regulation,
policies, or administrative practices and the ability to comply with such changes in a timely manner; changes in the monetary and
fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Federal Reserve Board;
changes in interest rates, which may affect Sterling’s or Astoria’s net income, prepayment penalty income, mortgage
banking income, and other future cash flows, or the market value of Sterling’s or Astoria’s assets, including its investment
securities; changes in accounting principles, policies, practices, or guidelines; changes in Sterling’s credit ratings or
in Sterling’s ability to access the capital markets; natural disasters, war, or terrorist activities; and other economic,
competitive, governmental, regulatory, technological, and geopolitical factors affecting Sterling’s or Astoria’s operations,
pricing, and service.
For any forward-looking
statements made in this report, Sterling claims the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak
only as of the date of this report. Sterling does not undertake to update forward-looking statements to reflect facts, circumstances,
assumptions or events that occur after the date the forward-looking statements are made. All subsequent written and oral forward-looking
statements concerning the Merger or other matters addressed in this report and attributable to Sterling, Astoria or any person
acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this
report.
Important Additional Information
Investors and stockholders
are urged to carefully review and consider each of Sterling’s and Astoria’s public filings with the SEC, including
but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly
Reports on Form 10-Q. The documents filed by Sterling with the SEC may be obtained free of charge at Sterling's website at
www.sterlingbancorp.com
or at the SEC’s website at
www.sec.gov
. These documents may also be obtained free of charge from Sterling by
requesting them in writing to Sterling Bancorp, 400 Rella Boulevard, Montebello, New York 10901, Attention: Investor Relations,
or by telephone at (845) 369-8040.
The documents filed by
Astoria with the SEC may be obtained free of charge at Astoria’s website at
www.astoriabank.com
or at the SEC’s
website at
www.sec.gov
. These documents may also be obtained free of charge from Astoria by requesting them in writing
to Astoria, c/o Astoria Bank, One Astoria Bank Plaza, Lake Success, New York 11042, Attention: Investor Relations, or by telephone
at (516) 327-7877.
This communication is being
made in respect of the Merger. This communication shall not constitute an offer to sell or the solicitation of an offer to buy
any securities. In connection with the Merger, Sterling has filed with the SEC and the SEC has declared effective, a registration
statement on Form S-4 (File No. 333-217153) (the “
Form S-4
”) which includes the Proxy Statement/Prospectus,
and other documents regarding the Merger. Before making any investment decision, investors and stockholders of Sterling and Astoria
are urged to carefully read the entire Form S-4 and the Proxy Statement/Prospectus, as well as any amendments or supplements to
these documents and any other relevant documents filed with the SEC, because they contain important information about the Merger,
Sterling and Astoria. Investors and stockholders can obtain the Form S-4 and the Proxy Statement/Prospectus free of charge from
the SEC’s website or from Sterling or Astoria by writing to the addresses provided for each company set forth in the paragraphs
above.
|
Item 9.01
|
Financial Statements and Exhibits.
|
Exhibit No.
|
|
Description
|
3.1
|
|
Amendment to the Amended and Restated Certificate of Incorporation
|
99.1
|
|
Joint Press Release of the Company and Astoria, dated June 13, 2017, regarding Special Meeting Results
|
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.
|
Sterling Bancorp
|
|
|
|
Date: June 14, 2017
|
By:
|
/s/ Luis Massiani
|
|
|
Luis Massiani
|
|
|
Senior Executive Vice President and
|
|
|
Chief Financial Officer
|
Astoria (NYSE:AF)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Astoria (NYSE:AF)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024