0001065407-11-000521.txt : 20110720 0001065407-11-000521.hdr.sgml : 20110720 20110720171054 ACCESSION NUMBER: 0001065407-11-000521 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110720 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110720 DATE AS OF CHANGE: 20110720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alliance Bancorp, Inc. of Pennsylvania CENTRAL INDEX KEY: 0001500711 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54246 FILM NUMBER: 11978138 BUSINESS ADDRESS: STREET 1: 541 LAWRENCE ROAD CITY: BROOMALL STATE: PA ZIP: 19008 BUSINESS PHONE: (610) 353-2900 MAIL ADDRESS: STREET 1: 541 LAWRENCE ROAD CITY: BROOMALL STATE: PA ZIP: 19008 8-K 1 form8.htm FORM 8-K 7-20-11 form8.htm
 
 

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)
July 20, 2011

   
Alliance Bancorp, Inc. of Pennsylvania
(Exact name of registrant as specified in its charter)
   
   
Pennsylvania
000-54246
90-0606221
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
 
 
541 Lawrence Road, Broomall, Pennsylvania
 
19008
(Address of principal executive offices)
(Zip Code)
 

Registrant’s telephone number, including area code
(610) 353-2900
 
 
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 (see General Instruction A.2 below):
 
[  ]
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.

(a) – (d)  Not applicable.

(e)         On July 20, 2011, the shareholders of Alliance Bancorp, Inc. of Pennsylvania (“Alliance Bancorp”) approved the Alliance Bancorp, Inc. of Pennsylvania 2011 Stock Option Plan (the “Stock Option Plan”).  Pursuant to the terms of the Stock Option Plan, options to acquire up to 325,842 shares of Alliance Bancorp common stock may be granted to employees and non-employee directors of Alliance Bancorp and employees and non-employee directors of its wholly owned subsidiary, Alliance Bank.

Also, on July 20, 2011, the shareholders of Alliance Bancorp approved the Alliance Bancorp, Inc. of Pennsylvania 2011 Recognition and Retention Plan and Trust Agreement (the “RRP”).  Pursuant to the terms of the RRP, awards of up to 218,977 shares of restricted common stock of Alliance Bancorp, may be granted to employees and non-employee directors of Alliance Bancorp and employees and non-employee directors of Alliance Bank.

For additional information, reference is made to the Stock Option Plan and the RRP, which are incorporated by reference herein as Exhibits 10.1 and 10.2, respectively, and the press release dated July 20, 2011, which is included herein as Exhibit 99.1, and incorporated herein by reference.
 
    (f)    Not applicable.
 
Item 5.07            Submission of Matters to a Vote of Security Holders
 
    (a)    Special Meeting of Shareholders of Alliance Bancorp was held on July 20, 2011.
 
    (b)   There were 5,474,437 shares of common stock, par value $.01 per share, of Alliance Bancorp (“Common Stock”) eligible to be voted at the Special Meeting and there were 4,365,030 shares of Common Stock represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.

The items voted upon at the Special Meeting and the results of the vote on each proposal were as follows:

1.           To approve the adoption of the Alliance Bancorp, Inc. of Pennsylvania 2011 Stock Option Plan:

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
             
 3,036,920     1,268,271    59,839    --


 
 

2
 


2. To approve the adoption of the Alliance Bancorp, Inc. of  Pennsylvania 2011 Recognition and Retention Plan and Trust Agreement:
 

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
             
 2,976,880    1,328,286    59,864    --


    The 2011 Stock Option Plan and the 2011 Recognition and Retention Plan and Trust Agreement were adopted by the shareholders of Alliance Bancorp at the Special Meeting.


Item 9.01              Financial Statements and Exhibits

(a)           Not applicable.

(b)           Not applicable.

(c)           Not applicable.

(d)           Exhibits

The following exhibits are included herewith.

 
Number
 
Description
 
10.1
 
Alliance Bancorp, Inc. of Pennsylvania 2011 Stock Option Plan (1)
 
10.2
 
Alliance Bancorp, Inc. of Pennsylvania 2011 Recognition and Retention Plan and Trust Agreement (2)
 
99.1
 
Press Release dated July 20, 2011
__________________

(1)  
Incorporated by reference to Appendix A to the definitive proxy statement, dated June 13, 2011, filed by Alliance Bancorp, Inc. of Pennsylvania with the SEC on June 13, 2011 (SEC File No. 000-54246).
(2)  
Incorporated by reference to Appendix B to the definitive proxy statement, dated June 13, 2011, filed by Alliance Bancorp, Inc. of Pennsylvania with the SEC on June 13, 2011 (SEC File No. 000-54246).

 
 

3
 

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.

 
ALLIANCE BANCORP, INC. OF PENNSYLVANIA
     
     
     
Date:  July 20, 2011
By:
 /s/ Peter J. Meier
   
Peter J. Meier
   
Executive Vice President and
   
  Chief Financial Officer
 
 
   
   


 
4

EX-99.1 2 pressrelease.htm PRESS RELEASE 7-20-11 pressrelease.htm
Exhibit 99.1
 


PRESS RELEASE

FOR IMMEDIATE RELEASE
Contact:
Peter J. Meier, CFO
Phone: (610) 359-6903
Fax: (610) 359-6908

ALLIANCE BANCORP, INC OF PENNSYLVANIA ANNOUNCES RESULTS OF
SPECIAL MEETING OF SHAREHOLDERS AND STOCK PURCHASES TO FUND PLAN
________________________

Broomall, Pennsylvania – July 20, 2011 – Alliance Bancorp, Inc. of Pennsylvania (the “Company”) (NASDAQ Global Market: ALLB), the holding company for Alliance Bank, announced that it had received approval of the two proposals presented to shareholders at the special meeting held earlier today at the Llanerch Country Club.

At the special meeting, shareholders approved the adoption of the Company’s 2011 Stock Option Plan and the Company’s 2011 Recognition and Retention Plan.

I am pleased by the support of our shareholders in voting in favor of our proposals,” said Dennis D. Cirucci, President and Chief Executive Officer of the Company.  “We are gratified by this showing of shareholder support for our stock benefit plans.”

In order to fund the Company’s 2011 Recognition and Retention Plan adopted today, the related trust will purchase up to 218,977 shares of the Company’s common stock in the open market.  Purchases will be made from time to time at the discretion of management.

Alliance Bancorp, Inc. of Pennsylvania is the holding company for Alliance Bank, a Pennsylvania chartered, FDIC-insured savings bank headquartered in Broomall, Pennsylvania.  Alliance Bank operates nine full-service branch offices located in Delaware and Chester Counties, Pennsylvania.

This news release contains forward-looking statements.  Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts.  They often include the words “believe,” “expect,” “anticipate,” “intend’” “plan,” “estimate” or words of similar meaning, 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.  A number of factors – many of which are beyond the Company’s control – could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements.  The Company’s reports filed from time-to-time with the Securities and Exchange Commission describe some of these factors, including general economic conditions, changes in interest rates, deposit flows, the cost of funds, changes in credit quality and interest rate risks associated with the Company’s business and operations.  Forward-looking statements speak only as of the date they are made.  The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.