8-K

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) October 8, 2015

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 5.07 Submission of Matters to a Vote of Security Holders.

A special meeting of shareholders of Naugatuck Valley Financial Corporation (“the Company”) was held on October 8, 2015. Of the 7,002,208 shares entitled to vote at this meeting, the final results for each of the matters submitted to a vote of shareholders at this meeting are as follows:

1. Approval of the Agreement and the Plan of Merger, dated as of June 3, 2015, by and between Liberty Bank and Naugatuck Valley Financial Corporation.

FOR	AGAINST	ABSTENTIONS	BROKER NON-VOTES
5,209,115	90,837	22,871	N/A

2. To approve, on a non-binding advisory basis, the compensation to be paid to the named executive officers of Naugatuck Valley Financial Corporation.

FOR	AGAINST	ABSTENTIONS	BROKER NON-VOTES
4,552,113	642,583	128,127	N/A

Item 8.01. Other Events.

On October 13, 2015, the Company issued a press release announcing the receipt of shareholder approval of the pending merger of the Company with and into Liberty Bank. A copy of the press release is furnished as an exhibit hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number	Description
99.1	Press Release dated October 13, 2015

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: October 13, 2015	By:	/s/ William C. Calderara
		William C. Calderara
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

William C. Calderara

President and Chief Executive Officer

(203) 720-5000

NAUGATUCK VALLEY FINANCIAL CORPORATION

SHAREHOLDERS APPROVE PENDING

MERGER WITH LIBERTY BANK

NAUGATUCK, CONNECTICUT, October 13, 2015 – Naugatuck Valley Financial Corporation (NASDAQ MKT: “NVSL”) (the “Company”), the parent holding company of Naugatuck Valley Savings and Loan, announced today that its shareholders approved the Company’s pending merger with Liberty Bank at a special meeting of shareholders held on October 8, 2015. Of the quorum of 5.3 million votes represented at this meeting, which amounted to 76% of the total shares outstanding, approximately 98% voted in favor of the merger.

“We are pleased with the overwhelming support of our shareholders for the upcoming merger with Liberty Bank. Our employees are working closely with Liberty Bank personnel to ensure a smooth transition for our customers,” remarked William C. Calderara, President and Chief Executive Officer.

The merger is expected to close in the first quarter of 2016 subject to the satisfaction of other customary closing conditions.

Naugatuck Valley Financial Corporation

Naugatuck Valley Financial Corporation, a bank holding company headquartered in Naugatuck, Connecticut, is the parent company of Naugatuck Valley Savings and Loan, a federal stock savings bank with assets of approximately $500 million. Naugatuck Valley Savings and Loan is headquartered in Naugatuck, Connecticut and serves its customers through its nine (9) office branch network in Connecticut’s New Haven and Fairfield Counties. Naugatuck Valley Savings and Loan is a community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses within its market area.

Special Note Concerning Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. All statements in this document, including forward-looking statements, speak only as of the date they are made, and we undertake no obligation to update any statement in light of new information or future events.

A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from forward-looking statements. These factors include, among others, the following: ability to meet the closing conditions to the merger; delay in closing the merger; changes in interest rates; national and regional economic conditions; legislative and regulatory changes; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the size, quality and composition of the loan or investment portfolios; demand for loan products; deposit flows; competition; demand for financial services in our market area; changes in real estate market values in our market area; and changes in relevant accounting principles and guidelines. Additional factors are discussed under “Item 1A – Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.