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) June 29, 2011
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 8.01 | Other Events |
On June 29, 2011, Naugatuck Valley Mutual Holding Company (the “MHC”) completed its conversion from a mutual holding company to a stock holding company (the “Conversion”) and Naugatuck Valley Financial Corporation, a Maryland corporation (the “Company”), completed its stock offering conducted in connection with the Conversion, all pursuant to a Plan of Conversion and Reorganization (the “Plan”). Upon completion of the Conversion, the Company became the holding company for Naugatuck Valley Savings and Loan (the “Bank”) and acquired ownership of all of the issued and outstanding capital stock of the Bank. In connection with the Conversion, 4,173,008 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) were sold in a subscription offering and in a community offering (collectively, the “Offerings”) to certain depositors of the Bank and other investors at a price of $8.00 per share, for aggregate gross proceeds of approximately $33.4 million. In addition and in accordance with the Plan, approximately 2,829,846 additional shares of Common Stock (without taking into consideration cash paid in lieu of fractional shares) were issued to the public shareholders (i.e., shareholders other than the MHC) of Naugatuck Valley Financial Corporation (“Naugatuck Valley-Federal”), the former federally-chartered mid-tier holding company for the Bank, as of the closing date of the Conversion in exchange for their outstanding shares of common stock of Naugatuck Valley-Federal. Each such share of common stock of Naugatuck Valley-Federal was converted into the right to receive 0.9978 share of Common Stock.
The Common Stock sold in the Offerings and issued in the Conversion was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-167482) filed initially with the Securities and Exchange Commission (“SEC”) on June 11, 2010, as amended, and declared effective by the SEC on May 13, 2011 (“Form S-1”).
The Common Stock is deemed registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to subsection (a) of Rule 12g-3 promulgated under the Exchange Act as a result of the Company becoming the successor issuer to Naugatuck Valley-Federal in connection with the Conversion. The description of the Common Stock set forth under the heading “Description of New Naugatuck Valley Financial Capital Stock” in the prospectus included in the Form S-1 is incorporated herein by reference.
For additional information, reference is made to the Company’s press release, dated June 29, 2011, included as Exhibit 99.1 to this report and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Number |
Description | |
| 99.1 | Press Release dated June 29, 2011 | |
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: June 29, 2011 | By: | /s/ John C. Roman | ||||
| John C. Roman | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
For Immediate Release
| Contact: | John C. Roman | |
| President and Chief Executive Officer | ||
| (203) 720-5000 |
Naugatuck Valley Financial Corporation Announces Closing of Stock Offering
and Completion of Conversion Transaction
Naugatuck, CT; June 29, 2011 – Naugatuck Valley Financial Corporation (the “Company”) (Nasdaq: “NVSLD”) announced today that it has closed its stock offering according to the terms previously reported in its press release dated June 27, 2011, effective today.
The stock offering was conducted in connection with the “second step” conversion of Naugatuck Valley Mutual Holding Company (the “MHC”). As a result of the closing of the conversion and offering, the Company, a Maryland-chartered corporation, is now the holding company for Naugatuck Valley Savings and Loan (the “Bank”) and both the MHC and the Bank’s former mid-tier holding company, a Federally-chartered corporation also known as “Naugatuck Valley Financial Corporation”, have ceased to exist.
President and Chief Executive Officer John C. Roman said, “We appreciate the confidence that our existing and new shareholders have shown in us. We are committed to operating a strong community bank dedicated to building shareholder value by profitably meeting our customers’ needs, providing meaningful careers for our employees, and supporting the communities we serve.”
Beginning June 30, 2011, the Company’s common shares will trade on the Nasdaq Global Market under the trading symbol “NVSLD” for a period of 20 trading days, after which the trading symbol will be “NVSL”.
Stifel, Nicolaus & Company, Incorporated acted as financial advisor and marketing agent to the Company in connection with the stock offering. Kilpatrick Townsend & Stockton LLP acted as legal counsel to the Company.
About the Company
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.
Warning About Forward-Looking Statements
This press release contains certain forward-looking statements about the conversion and offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and the Bank are engaged.
Common Stock Not Insured
The shares of common stock of the Company are not savings accounts or savings deposits, may lose value, and are not insured by the Federal Deposit Insurance Corporation or any other government agency.