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) January 30, 2013
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 333-167482 | 01-0969655 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer 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 January 30, 2013, the Board of Directors of Naugatuck Valley Financial Corporation (the “Company”) appointed Orville G. Aarons to the class of directors whose terms expire at the Company’s 2013 Annual Meeting of Shareholders and the Board of Directors of the Company’s wholly-owned subsidiary, Naugatuck Valley Savings and Loan (the “Bank”), appointed Mr. Aarons as a Director of the Bank. Both appointments are effective January 31, 2013 to coincide with the previously reported retirement of Jane H. Walsh as Director of both the Company and the Bank effective January 31, 2013. Mr. Aarons was not appointed pursuant to any arrangement or understanding between him and any other persons.
Mr. Aarons has been appointed to serve on the following committee of the Company’s Board of Directors: Nominating and Corporate Governance Committee. He also was appointed to serve on the following committee of the Bank’s Board of Directors: Enterprise Risk Management Committee.
There are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Aarons had or will have a direct or indirect material interest.
| Item 8.01 | Other Events. |
On February 4, 2013, the Company issued a press release announcing Mr. Aarons’s appointment as a Director. A copy of the press release is attached as an exhibit hereto.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired: Not applicable |
| (b) | Pro Forma Financial Information: Not applicable |
| (c) | Shell Company Transactions: Not applicable |
| (d) | Exhibits: |
| 99.1 | Press Release dated February 4, 2013 |
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: February 4, 2013 | 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 ORVILLE G. AARONS TO BOARD OF DIRECTORS
Naugatuck, CT; February 4, 2013. Naugatuck Valley Financial Corporation (the “Company”) (NasdaqGM: NVSL), the holding company for Naugatuck Valley Savings and Loan (the “Bank”), announced today the appointment of Orville G. Aarons as a Director of both the Company and the Bank effective January 31, 2013. As previously reported, Jane H. Walsh retired as a Director of both the Company and the Bank effective January 31, 2013, and Mr. Aarons succeeds her. The Bank has received the non-objection of the Office of the Comptroller of the Currency to the appointment of Mr. Aarons as a Director of the Bank.
Carlos S. Batista, Chairman of the Board of both the Company and the Bank, said, “We wish to express our sincere gratitude and appreciation to Jane Walsh for her many years of dedicated service to our organization.”
Orville G. Aarons is the President of O. Aarons & Company, an investment banking and management services firm. He has held executive positions at various banking institutions, most recently serving as Executive Vice President and Chief Lending Officer at The Community’s Bank in Bridgeport, CT.
Mr. Batista, said, “We are pleased to welcome Orville Aarons to the Board of Directors. His over 20 years of experience in banking and financial services is an asset to our organization.”
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.