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) May 6, 2013
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 May 6, 2013, the Board of Directors of Naugatuck Valley Financial Corporation (the “Company”) appointed James E. Cotter as Executive Vice President and Chief Operating 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. Cotter as Executive Vice President and Chief Operating Officer of the Bank.
Mr. Cotter (age 52) served as Senior Vice President – Retail Banking of Newtown Savings Bank (Newtown, Connecticut) from January 2006 until his affiliation with the Company and the Bank.
There are no family relationships between Mr. Cotter 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. Cotter had or will have a direct or indirect material interest.
Also on May 6, 2013, the Board of Directors of the Bank appointed Mark C. Foley as Executive Vice President and Chief Credit Policy Officer of the Bank. He succeeds Mark S. Graveline as Chief Lending Officer of the Bank. Mr. Graveline remains affiliated with the Bank as a Senior Vice President and Business Development Officer.
Mr. Foley (age 61) served as Executive Vice President and Chief Credit Officer of Patriot National Bank (Stamford, Connecticut) from November 2011 until his affiliation with the Bank. From October 2010 to November 2011, he served as Senior Vice President and Chief Credit Officer of Herald National Bank (New York, New York). From April 2010 to October 2011, he served as Chief Risk Officer of Herald National Bank. From November 2004 until April 2010, he was a Managing Director of Forensic Investigative Associates/T&M Protection Resources LLC (New York, New York), a company specializing in integrity monitorships, compliance assessment and risk management consulting.
There are no family relationships between Mr. Foley 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. Foley had or will have a direct or indirect material interest.
| Item 8.01 | Other Events. |
On May 9, 2013, the Company and the Bank issued a press release announcing the appointments of Messrs. Cotter and Foley. 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 May 9, 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: May 9, 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
ANNOUNCE ADDITIONAL EXECUTIVE MANAGEMENT APPOINTMENTS
Naugatuck, Connecticut; May 9, 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 E. Cotter as Executive Vice President and Chief Operating Officer of both the Company and the Bank and the appointment of Mark C. Foley as Executive Vice President and Chief Credit Policy Officer of the Bank. Mr. Foley succeeds Mark S. Graveline as the Bank’s Chief Lending Officer.
William C. Calderara, President and Chief Executive Officer of both the Company and the Bank, said, “James Cotter and Mark Foley are well-respected and experienced community bank executives and we are extremely pleased that they have joined Naugatuck Valley. On behalf of Naugatuck Valley, I want to express our appreciation to Mark Graveline for his service as Chief Lending Officer. Mark will continue to contribute to Naugatuck Valley as a Senior Vice President and Business Development Officer of the Bank.”
Mr. Cotter, a registered certified public accountant, 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 (Newtown, Connecticut) where he served as Senior Vice President – Retail Banking. Earlier in his career he served as Senior Vice President of Fairfield County Bank (Ridgefield, Connecticut), Vice President, Controller and Audit Manager of the former The Bank of New Haven (New Haven, Connecticut), and Vice President of Operations and Director of Internal Audit of the former OmniBank (Clinton, Connecticut). He also served as Director of Financial Operations and Treasury Management of Saint Rafael Healthcare System, Inc. (New Haven, Connecticut). Mr. Cotter holds a Masters of Business Administration (Accounting) degree from the University of New Haven and a Bachelors of Science (Finance) degree from the University of Connecticut.
Mr. Foley has over 20 years of experience in the banking industry. He joins Naugatuck Valley from Patriot National Bank (Stamford, Connecticut) where he served as Executive Vice President and Chief Credit Officer. Earlier in his career he served as Chief Credit Officer and Chief Risk Officer of Herald National Bank (New York, New York), Chief Executive Officer and Managing Director of Oyak Bank A.S. (Istanbul, Turkey), a spin-off of the Istanbul branch office operations of the former Bank of Boston, and Vice President of the former The First National Bank of Boston (Boston, Massachusetts). In addition to his employment in banking, he served as Managing Director of Forensic Investigative Associates/T&M Protection and earlier as Chief Financial Officer of Thacher Associates LLC (New York, New York), a firm specializing in large scale construction project integrity risk management and investigations. Mr. Foley holds a Masters of Arts (International Studies) degree from The Johns Hopkins University School of Advanced International Studies, and a Bachelors of Arts (Economics) degree from Framingham State College. Foley has been an adjunct faculty member at NYU and pursued post graduate studies at Rutgers.
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, 2012 and its subsequent Quarterly Reports on Form 10-Q.