8-K/A 1 a18-39545_18ka.htm 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K/A

 

(Amendment No. 1)

 


 

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 5, 2018

 

HarborOne Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Massachusetts

 

001-37778

 

81-1607465

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification Number

 

770 Oak Street, Brockton, Massachusetts 02301

(Address of principal executive offices)

 

(508) 895-1000

(Registrant’s telephone number, including area code)

 


 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 2.01                   Completion of Acquisition or Disposition of Assets.

 

On October 5, 2018, HarborOne Bancorp, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report that on October 5, 2018, the Company completed its previously announced acquisition of Coastway Bancorp, Inc. (“Coastway”), with HarborOne as the surviving corporation (the “Merger”). Additionally, Coastway Community Bank, a wholly owned subsidiary of Coastway, merged with and into HarborOne Bank, a wholly owned subsidiary of HarborOne, with HarborOne Bank continuing as the surviving bank

 

This amendment to the Original Report is being filed to provide the financial statements and pro forma financial information required by Item 9.01(a) and 9.01(b), respectively, of Form 8-K.

 

Item 9.01                   Financial Statements and Exhibits.

 

(a)                                                         Financial Statements of Business Acquired

 

The audited consolidated financial statements of Coastway as of December 31, 2017 and 2016, and for each of the two years in the period ended December 31, 2017, as well as the accompanying notes thereto and the related Report of Independent Registered Public Accounting Firm, are filed as Exhibit 99.1 and incorporated herein by reference.

 

The unaudited consolidated financial statements of Coastway as of and for the three and six months ended June 30, 2018, as well as the accompanying notes thereto, are filed as Exhibit 99.2 and incorporated herein by reference.

 

The unaudited consolidated financial statements of Coastway as of and for the three and six months ended June 30, 2017, as well as the accompanying notes thereto, are filed as Exhibit 99.3 and incorporated herein by reference.

 

(b)                                                         Pro Forma Financial Information

 

The following unaudited pro forma combined condensed consolidated financial information giving effect to the Merger is furnished under this Item 9.01(b) as Exhibit 99.4 attached hereto, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability of such section, not shall be deemed incorporated by reference in any filing of Community Bank System under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing:

 

·                  Unaudited pro forma combined condensed balance sheet as of June 30, 2018, giving effect to the Merger as if it occurred on June 30, 2018;

 

·                  Unaudited pro forma combined condensed consolidated statement of income for the six months ended June 30, 2018, giving effect to the Merger as if it occurred on January 1, 2017; and

 

·                  Unaudited pro forma combined condensed consolidated statement of income for the year ended December 31, 2017, giving effect to the Merger as if it occurred on January 1, 2017.

 

Item 9.01                                           Financial Statements and Exhibits

 

(d)                                                                                 Exhibits

 

Number

 

Description

23.1

 

Consent of Crowe LLP*

 

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99.1

 

Audited consolidated financial statements of Coastway as of December 31, 2017 and 2016 and for each of the two years in the period ended December 31, 2017 (incorporated by reference to the Form 10-K filed by Coastway with the SEC on March 12, 2018 (File No. 001-36263).

 

 

 

99.2

 

Unaudited consolidated financial statements of Coastway as of and for the three and six month period ended June 30, 2018 (incorporated by reference to the Form 10-Q filed by Coastway with the SEC on August 2, 2018 (File No. 001-36263).

 

 

 

99.3

 

Unaudited consolidated financial statements of Coastway as of and for the three and six month period ended June 30, 2017 (incorporated by reference to the Form 10-Q filed by Coastway with the SEC on August 3, 2017 (File No. 001-36263).

 

 

 

99.4

 

Unaudited pro forma combined condensed balance sheet as of June 30, 2018, giving effect to the Merger as if it occurred on June 30, 2018; unaudited pro forma combined condensed consolidated statement of income for the six months ended June 30, 2018, giving effect to the Merger as if it occurred on January 1, 2017; and unaudited pro forma combined condensed consolidated statement of income for the year ended December 31, 2017, giving effect to the Merger as it if occurred on January 1, 2017.*

 


*                                                                                         Filed herewith.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

 

 

HARBORONE BANCORP, INC.

 

 

 

 

By:

/s/ Joseph F. Casey

 

Name:

Joseph F. Casey

 

Title:

President and Chief Operating Officer

 

 

 

Date:  November 7, 2018

 

 

 

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