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) April 18, 2013
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-54447 | 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 April 18, 2013, the Board of Directors of Naugatuck Valley Financial Corporation (the “Company”) appointed James Hastings as Executive Vice President and Chief Financial Officer of the Company. On the same date, the Board of Directors of the Company’s wholly-owned subsidiary, Naugatuck Valley Savings and Loan (the “Bank’), appointed Mr. Hastings as Executive Vice President and Chief Financial Officer of the Bank. As a result of the appointments, Mr. Hastings succeeds Thomas Van Lenten who had been serving as Interim Chief Financial Officer of both the Company and the Bank.
Mr. Hastings (age 60) served as Chief Financial Officer of both Southern Community Financial Corporation and its wholly-owned subsidiary, Southern Community Bank and Trust (Winston Salem, North Carolina), from January 2008 until its acquisition by Capital Bank, NA (Winston Salem, North Carolina) in October 2012. From October 2012 to January 2013, he served as Senior Financial Executive of Capital Bank, NA.
There are no family relationships between Mr. Hastings 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. Hastings had or will have a direct or indirect material interest.
| Item 8.01 | Other Events. |
On April 23, 2013, the Company and the Bank issued a press release announcing the appointment of Mr. Hastings. 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 April 23, 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: April 23, 2013 | By: | /s/ William C. Calderara |
| William C. Calderara President and Chief Executive Officer | ||
*For Immediate Release*
Contact:
William C. Calderara
Chairman of the Board
(203) 720-5000
NAUGATUCK VALLEY FINANCIAL CORPORATION
AND NAUGATUCK VALLEY SAVINGS AND LOAN
APPOINT JAMES HASTINGS AS
CHIEF FINANCIAL OFFICER
Naugatuck, Connecticut; April 23, 2013. 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 James Hastings as Chief Financial Officer of both the Company and the Bank. Thomas Van Lenten had been serving as Interim Chief Financial Officer of both the Company and the Bank. Mr. Hastings will also serve as an Executive Vice President of both the Company and the Bank.
William C. Calderara, President and Chief Executive Officer of both the Company and the Bank, said, “James Hastings is a well-respected and experienced community bank executive and we are extremely pleased that he has joined Naugatuck Valley. On behalf of Naugatuck Valley, I want to express our appreciation to Thomas Van Lenten for his service as Interim Chief Financial Officer.”
Mr. Hastings, a licensed certified public accountant, has over 30 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 Southern Community Financial Corporation, the holding company for Southern Community Bank and Trust (Winston Salem, North Carolina), where he served as Chief Financial Officer. Earlier in his career he served as President and Chief Executive Officer of Federal Savings Bank (Dover, New Hampshire), Senior Vice President and Director of Mortgage Banking of Cape Cod Five Cents Savings Bank (Orleans, Massachusetts), Chief Financial Officer and Treasurer of Heritage Financial Corporation (Seattle, Washington), Vice President – Finance, Real Estate Group of Seafirst Corporation (Seattle, Washington), and Controller of Seafirst Community Banking Corporation (Seattle, Washington). He started his career as a public accountant with the former Arthur Andersen & Company. Mr. Hastings holds a Masters of Business Administration (Finance) degree from the University of Washington and a Bachelors of Business Administration (Finance) degree from the University of Notre Dame.
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.