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) September 25, 2012
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-54447 | 01-0969655 | ||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation) | File Number) | Identification No.) |
| 333 Church Street, Naugatuck, Connecticut | 06770 | |
| (Address of principal executive offices) | (Zip Code) |
(203) 720-5000
(Registrant’s telephone number, including area code)
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:
¨ 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 September 25, 2012, the Board of Directors of Naugatuck Valley Financial Corporation (the “Company”) and the Board of Directors of its wholly-owned subsidiary, Naugatuck Valley Savings and Loan (the “Bank”), appointed William C. Calderara as President and Chief Executive Officer of the Company and the Bank, respectively, effective September 28, 2012. Mr. Calderara will replace Sharon A. Blanchette and Mark S. Graveline, Co-Interim President and Chief Executive Officer of both the Company and the Bank.
From February 2008, Mr. Calderara (age 52) served as Senior Vice President/Chief Loan Officer of Newtown Savings Bank (Newtown, Connecticut). From July 1998 to February 2008, he served as Executive Vice President/Corporate Secretary of Fairfield County Bank (Ridgefield, Connecticut). There are no family relationships between Mr. Calderara and any director or executive officer of the Company or the Bank. There is no transaction, since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company or the Bank was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Calderara had or will have a direct or indirect material interest.
Item 8.01 Other Events.
On September 26, 2012, the Company and the Bank issued a press release announcing the appointment of Mr. Calderara as President and Chief Executive Officer of both the Company and the Bank effective September 28, 2012. A copy of the press release is attached as an exhibit to this Current Report and incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit 99.1 – Press Release Dated September 26, 2012
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 thereunto duly authorized.
| NAUGATUCK VALLEY FINANCIAL CORPORATION | |||
| Date: September 26, 2012 | By: | /s/Lee R. Schlesinger | |
| Lee R. Schlesinger | |||
| Senior Vice President and Chief Financial Officer | |||
*For Immediate Release*
Contact:
Carlos S. Batista
Chairman of the Board
(203) 720-5000
NAUGATUCK VALLEY FINANCIAL CORPORATION
AND NAUGATUCK VALLEY SAVINGS AND LOAN
APPOINT WILLIAM C. CALDERARA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Naugatuck, CT; September 26, 2012. Naugatuck Valley Financial Corporation (the “Company”) (NasdaqGM: NVSL), the holding company for Naugatuck Valley Savings and Loan (the “Bank” or “Naugatuck Valley”), announced today the appointment of William C. Calderara as President and Chief Executive Officer of both the Company and the Bank effective September 28, 2012. The Bank has received the non-objection of the Office of the Comptroller of the Currency (the “OCC”) to the immediate appointment of Mr. Calderara, subject to the OCC issuing its formal non-objection to the Bank’s formal notice that he serve as the Bank’s President and Chief Executive Officer.
Carlos S. Batista, Chairman of the Board of the Company and the Bank, said, “Bill Calderara is a well-respected and experienced community bank executive and we are extremely pleased that he has joined Naugatuck Valley. On behalf of the Board of Directors, management and employees of Naugatuck Valley, I want to express our appreciation to Sharon Blanchette and Mark Graveline for their dedicated service of Co-Interim President and Chief Executive Officer.”
William C. Calderara, said, "I'm thrilled to be joining Naugatuck Valley and excited about the opportunities it presents. The Bank operates in great communities, has strong capital and dedicated employees, and a committed and supportive Board. While some more hard work still lies ahead, I'm confident that all the necessary ingredients are present for the Bank to advance and flourish over the long-term."
William C. Calderara has over 25 years of experience in all aspects of banking and bank management and has held senior executive officer positions at several community banks. He joins Naugatuck Valley from Newtown Savings Bank where he was Chief Lending Officer with direct management responsibility for commercial lending, small business, loan administration, loan servicing, and risk management. He directed commercial lending at Ridgefield Bank as its Senior Vice President – Chief Lending Officer, overseeing all lending activities. He had an expanded role in executive management at Fairfield County Bank, where he was responsible for marketing, sales management, information technology, retail lending, and loan administration. Earlier in his career, he directed residential lending operations at a multi-billion dollar bank in White Plains, New York, and was also in charge of a subsidiary company of The Bank of New York where he oversaw all residential lending activities, including secondary market operations. He and his family live in Newtown, Connecticut.
Naugatuck Valley Financial Corporation is the holding company for Naugatuck Valley Savings and Loan. In addition to its main office in Naugatuck, the Bank operates nine other branch offices in Southwestern Connecticut. The Bank is a community-oriented financial institution dedicated to serving the financial services needs of consumers and businesses within its market area.
This press release contains forward-looking statements with the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended. These statements are often identified by forward-looking words such as “expect,” “believe,” anticipate,” or other words with similar meanings. Forward-looking statements are not statements of fact and a number of factors could cause actual results to differ materially from expected results. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release. Except as may be required by applicable law, the Company assumes no obligation to update or revise any such forward-looking statements. For additional discussion of the risks and uncertainties generally applicable to the Company, see the “Risk Factors” section of the Company’s Form 10-K for the year ended December 31, 2011 and its subsequent Quarterly Reports on Form 10-Q.