0000950159-13-000148.txt : 20130304 0000950159-13-000148.hdr.sgml : 20130304 20130304163100 ACCESSION NUMBER: 0000950159-13-000148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130304 DATE AS OF CHANGE: 20130304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Customers Bancorp, Inc. CENTRAL INDEX KEY: 0001488813 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 272290659 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35542 FILM NUMBER: 13662018 BUSINESS ADDRESS: STREET 1: 1015 PENN AVENUE STREET 2: SUITE 103 CITY: WYOMISSING STATE: PA ZIP: 19610 BUSINESS PHONE: 484-359-7113 MAIL ADDRESS: STREET 1: 1015 PENN AVENUE STREET 2: SUITE 103 CITY: WYOMISSING STATE: PA ZIP: 19610 FORMER COMPANY: FORMER CONFORMED NAME: Customers 1st Bancorp, Inc. DATE OF NAME CHANGE: 20100408 8-K 1 customers8k.htm CUSTOMERS BANCORP, INC. FORM 8-K customers8k.htm
 
 
 
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):  February 28, 2013
__________________

CUSTOMERS BANCORP, INC.
(Exact Name of Registrant as specified in its charter)

__________________

        Pennsylvania
333-166225
27-2290659
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
       of incorporation)
  
Identification No.)


1015 Penn Avenue
Suite 103
Wyomissing PA 19610

Registrant's telephone number, including area code:  (610) 933-2000

None
(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 obligations of the registrant under any of the following provisions (see General Instructions 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-4(c))
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

Item 1.01
Entry into a Material Definitive Agreement
   
On February 28, 2013, Customers Bancorp, Inc. (the “Company”) entered into a definitive Amendment No. 3 (the “Third Amendment”) to that certain Stock Purchase Agreement, dated as of June 20, 2012, as amended by those certain Amendment to Stock Purchase Agreement, dated as of December 18, 2012 and Amendment No. 2 to Stock Purchase Agreement dated as of January 30, 2013 (collectively, the “Agreement”), by and among the Company, Acacia Life Insurance Company (“Acacia”) and Ameritas Life Insurance Corp. (together with Acacia, “Sellers”).
 
The Third Amendment served to revise from February 28, 2013 to March 31, 2013 the date at which, if the acquisition of Acacia Federal Savings Bank pursuant to the Agreement has not closed, either the Company or Sellers may terminate the Agreement.
 
The foregoing summary of the Third Amendment is not complete and is qualified in its entirety by reference to the complete text of the Third Amendment, which is attached as Exhibit 2.1 hereto and incorporated herein by reference in its entirety.
 
Item 9.01.
Financial Statements and Exhibits
 
(d) Exhibits.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

SIGNATURE

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.

 
CUSTOMERS BANCORP, INC.
   
   
   
 
By:  /s/ James D. Hogan
 
Name:  James D. Hogan
 
Title:  Chief Financial Officer

 
Date:           March 4, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBITS INDEX
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EX-2.1 2 ex2-1.htm EXHIBIT 2.1 ex2-1.htm
 
 
 
Exhibit 2.1
AMENDMENT NO. 3
TO
STOCK PURCHASE AGREEMENT


This Amendment to the Stock Purchase Agreement dated as of June 20, 2012 (the “Agreement”) by and among Customers Bancorp, Inc., a Pennsylvania corporation (“Buyer”), on the one hand, and Acacia Life Insurance Company, a District of Columbia life insurance company (“Acacia Life”), and Ameritas Life Insurance Corp., a Nebraska corporation (“Ameritas Life” and collectively with Acacia Life, “Sellers”), on the other hand, is made and entered into as of February 28, 2013.

WHEREAS, in accordance with Section 10.2 of the Agreement, the parties desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained herein, the parties hereby agree as follows:

1.            Section 7.1(c) of the Agreement shall be revised to read as follows:

(c)         by either Buyer or Sellers, in the event that the Closing has not occurred by March 31, 2013, unless the failure to so consummate by such time is due to the breach of any representation, warranty or covenant contained in this Agreement by the party seeking to terminate; or

2.           Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Agreement.

3.           The other terms and provisions of the Agreement shall not be affected by this Amendment, and the Agreement shall continue in full force and effect as amended hereby.

4.           This Amendment may be executed in counterparts each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument.

[signature page follows]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This Amendment No. 3 to the Stock Purchase Agreement is hereby executed as of the date first above written.


 
Buyer
    
       
 
CUSTOMERS BANCORP, INC.
  
     
     
     
 
By:
/s/ James D. Hogan
    Executive Vice President and CFO
     
       
       
 
Sellers
    
       
 
AMERITAS LIFE INSURANCE CORP.
  
     
     
     
 
By:
/s/ William Lester
   
Executive Vice President, Investments /
   
Finance & Corporate Treasurer
     
     
 
ACACIA LIFE INSURANCE CORP.
  
     
     
     
 
By:
/s/ William Lester
   
Executive Vice President &
   
Corporate Treasurer





 
 
 
 
 
 
 
 
 
 
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