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) November 13, 2012
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-54447 | 01-0969655 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of 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 November 13, 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 Thomas Van Lenten, CPA as Interim Chief Executive Financial Officer of the Company and the Bank, respectively.
Since March 2012, Mr. Van Lenten (age 59) has been a Director of CFO Consulting Partners, LLC. From 2008 to February 2012, Mr. Van Lenten was an independent financial consultant. From 2005 to 2008, he was a Managing Director of The Bear Stearns Companies, Inc. There are no family relationships between Mr. Van Lenten 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. Van Lenten had or will have a direct or indirect material interest.
| Item 8.01 | Other Events. |
On November 14, 2012, the Company and the Bank issued a press release announcing the appointment of Mr. Van Lenten as Interim Chief Financial Officer of both the Company and the Bank. 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 November 14, 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: November 14, 2012 | By: | /s/ William C. Calderara | |
| William C. Calderara | |||
| President and Chief Executive Officer | |||
*For Immediate Release*
Contact:
William C. Calderara
President and Chief Executive Officer
(203) 720-5000
NAUGATUCK VALLEY FINANCIAL CORPORATION
AND NAUGATUCK VALLEY SAVINGS AND LOAN
APPOINT THOMAS VAN LENTEN, CPA AS
INTERIM CHIEF FINANCIAL OFFICER
Naugatuck, CT; November 14, 2012. Naugatuck Valley Financial Corporation (the “Company”) (NasdaqGM: NVSL), the holding company for Naugatuck Valley Savings and Loan (the “Bank”), announced today the appointment of Thomas Van Lenten, CPA as Interim Chief Financial Officer of both the Company and the Bank. The Bank has received the non-objection of the Office of the Comptroller of the Currency (the “OCC”) to the immediate appointment of Mr. Van Lenten, subject to the OCC issuing its formal non-objection to the Bank’s formal notice that he serve as the Bank’s Interim Chief Financial Officer.
William C. Calderara, President and Chief Executive Officer, said, “We are extremely pleased to welcome Tom Van Lenten to the Bank. He is a Certified Public Accountant and an experienced financial manager and we are fortunate to have the benefit of his experienced services as we continue with our ongoing search for a permanent Chief Financial Officer.”
Thomas Van Lenten, CPA is a Director of Princeton, New Jersey-based CFO Consulting Partners, LLC. He began his professional career with a Big 3 accounting firm and later assumed financial management positions of increasing responsibility, including public company reporting responsibilities, with New York City-based money center banks and financial services companies. He also has served as an interim chief financial officer and as an interim chief accounting officer for other community banks.
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.