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) March 4, 2015

S&T Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	0-12508	25-1434426
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Philadelphia Street, Indiana, PA	15701
(Address of Principal Executive Offices)	Zip Code

Registrant’s telephone number, including area code (800) 325-2265

Former name or address, if changed since last report Not Applicable

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 2.01. Completion of Acquisition or Disposition of Assets.

On March 4, 2015, S&T Bancorp, Inc. (“S&T”) completed its acquisition of Integrity Bancshares, Inc. (“Integrity”), pursuant to that certain Agreement and Plan of Merger, dated October 29, 2014, between S&T and Integrity (the “Merger Agreement”), under which Integrity was merged with and into S&T (the “Merger”), with S&T being the corporation surviving the Merger. The Merger became effective at 5:00 p.m. on March 4, 2015 (the “Effective Time”).

Pursuant to the Merger Agreement, Integrity shareholders had the opportunity to elect to receive in exchange for each share of Integrity common stock they owned immediately prior to completion of the Merger either 2.0627 shares of S&T common stock or a cash payment of $52.50, with at least 80% of the aggregate consideration paid in S&T common stock and subject to allocation procedures described in the Merger Agreement.

In addition, under the terms of the Merger Agreement, as soon as practicable following the consummation of the Merger, Integrity Bank, a Pennsylvania state-chartered bank and a wholly-owned subsidiary of Integrity, will merge with and into S&T Bank, a Pennsylvania state-chartered bank and a wholly-owned subsidiary of S&T, with S&T Bank as the surviving bank. However, for a period of at least three years following the Merger, S&T Bank intends to operate bank branches in the markets currently served by Integrity Bank using the name “Integrity Bank—A Division of S&T Bank.” The bank merger is expected to be completed in the second quarter of 2015.

On March 4, 2015, S&T issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, the Merger Agreement provided that, following the closing of the Merger, James Gibson, Chairman, President and CEO of Integrity, as well as another board member of Integrity, to be determined, would be invited to serve on S&T’s board of directors (the “Board”). At its meeting on January 26, 2015, the Board determined that, in addition to Mr. Gibson, two Integrity directors, Jerry Hostetter and Steven Weingarten, would be invited to serve on the Board, as previously disclosed in the Form 8-K filed on January 30, 2015. Acting by unanimous written consent on March 4, 2015, the Board appointed Messrs. Gibson, Hostetter and Weingarten to the Board, effective upon the Effective Time. Messrs. Hostetter and Weingarten will be eligible to receive compensation for their Board service according to the determinations of the Nominating and Corporate Governance Committee of the Board with respect to compensation for all non-employee directors.

Mr. Hostetter, age 53, has been a partner at Prestige Investment Group since its founding in 2012. Prior to that, Mr. Hostetter was the Vice President of Fund Development and Legislative Affairs of Ephrata Community Hospital from 2008 through 2011. Mr. Hostetter has served on the board of Integrity since 2011. Mr. Weingarten, age 56, has been an attorney at McNees Wallace & Nurick LLC since 1989, and a Member since 1993. Mr. Weingarten has served on the board of Integrity since 2003.

Mr. Gibson, age 59, has served as Chairman, President and Chief Executive Officer of Integrity and Integrity Bank since its inception in June 2003. Mr. Gibson has over 37 years of banking experience, having previously served as Chief Executive Officer of Commerce Bank/Harrisburg from 1988 to 2002; Regional Vice President of Pennsylvania National Bank; Asset Liability Manager of Commonwealth National Bank; and Vice President of Citizens Deposit Bank and Trust.

Mr. Gibson is a party to an amended employment agreement with Integrity that was assumed by S&T in the Merger. In accordance with the terms of the Merger Agreement, Integrity terminated the severance benefit provisions of the employment agreement effective immediately prior to the date of the closing of the Merger (the “Closing Date”). In respect of such termination, Mr. Gibson will be paid a lump-sum payment in the amount of $1,781,150 not later than fifteen days after the Closing Date. The amended employment agreement otherwise continues in effect and includes non-solicitation provisions, which are applicable for three years following Mr. Gibson’s termination of employment.

In accordance with the terms of the Merger Agreement, Integrity also terminated an amended supplemental executive retirement plan agreement between Mr. Gibson and Integrity effective immediately prior to the Closing Date. In respect of such termination, Mr. Gibson will be paid a lump-sum payment in the amount of $1,000,000 five business days prior to the one-year anniversary of the Closing Date.

Mr. Gibson will continue to serve as President and Chief Executive Officer of Integrity Bank until the bank merger and S&T Bank has offered him at-will employment with S&T Bank at an annual salary of $385,000 through December 31, 2015.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed on the Exhibit Index hereto are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

	S&T Bancorp, Inc.
	/s/ Mark Kochvar
	Mark Kochvar
March 5, 2015	Senior Executive Vice President, Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release of S&T Bancorp, Inc., dated March 4, 2015.

EX-99.1

Exhibit 99.1

CONTACT:

Rob Jorgenson

S&T Bank

rob.jorgenson@stbank.net

724.465.5448

FOR IMMEDIATE RELEASE

S&T BANCORP, INC. AND INTEGRITY BANCSHARES, INC. ANNOUNCE

COMPLETION OF MERGER

S&T Bancorp, Inc. Appoints Three New Members to its Board of Directors and Appoints Two New Executive Officers

INDIANA, Pa. – March 4, 2015 – S&T Bancorp, Inc. (NASDAQ: STBA) announced the closing of its acquisition of Integrity Bancshares, Inc. (OTCQB: ITBC). With the closing of the merger, S&T Bancorp, Inc. (S&T) has appointed three new members to its board of directors and has appointed two new executive officers to the S&T team, both of whom will transition from their positions at Integrity Bancshares, Inc. The merger between S&T Bancorp, Inc. and Integrity Bancshares, Inc. was completed as of 5 p.m. on March 4, 2015.

Effective as of the closing today, Integrity Bank became a wholly-owned subsidiary of S&T expanding S&T’s geographic footprint eastward across Pennsylvania to include Cumberland, Dauphin, Lancaster and York counties. Integrity Bank will be merged into S&T Bank as soon as practicable. S&T anticipates the bank merger as well as the information technology and data processing systems conversion to be completed in the second quarter of 2015. After the bank merger, S&T Bank intends to operate bank branches in the markets currently served by Integrity Bank using the name “Integrity Bank – A division of S&T Bank.”

“We are pleased to announce the closing of our merger, and welcome Integrity’s customers and employees to the S&T family,” said Todd Brice, President and CEO of S&T. “This milestone strengthens S&T and allows us to expand into south-central Pennsylvania where we will continue to build upon the great foundation that Integrity has developed in this region.”

S&T Bancorp, Inc. welcomes the following new members to its Board of Directors who previously served on the Integrity Bancshares, Inc. board:

• James T. Gibson, previous Chairman, President and Chief Executive Officer of Integrity Bancshares and Integrity Bank since its inception in June 2003. Prior to his time with Integrity, he served as Chief Executive Officer of Commerce Bank/Harrisburg. Mr. Gibson has over 37 years of banking experience.

• Jerry Hostetter, a current partner at Prestige Investment Group since its founding in 2012. He was previously the Vice President of Fund Development and Legislative Affairs of Ephrata Community Hospital from 2008 through 2011. Mr. Hostetter has served on the board of Integrity since 2011.

• Steven Weingarten, currently an attorney at McNees Wallace & Nurick LLC since 1989, and a member since 1993. He has served on the board of Integrity since 2003.

In addition, S&T will appoint two new executive officers who will transition from their previous positions at Integrity Bancshares, Inc.:

• Thomas J. Sposito, II, will serve as Senior Executive Vice President and Market Executive of S&T. He currently serves as Chief Operating Officer of Integrity Bank and held the previous titles of Chief Revenue Officer and Executive Vice President. Mr. Sposito has over 29 years of banking experience.

• William K. Poole, will serve as Executive Vice President and Business Development Officer of S&T. Mr. Poole currently serves as an Executive Vice President of Integrity Bank, primarily responsible for business development in the Lancaster County market area. Prior to joining Integrity, Mr. Poole was a founder and served as President and Chief Executive Officer of HomeTowne Heritage Bank. He continued to serve as President and Chief Executive Officer of the HomeTowne Heritage Bank Division of National Penn Bank until 2013.

About S&T Bancorp, Inc.

Headquartered in Indiana, Pa., S&T Bancorp, Inc. operates offices within Allegheny, Armstrong, Blair, Butler, Cambria, Centre, Clarion, Clearfield, Cumberland, Dauphin, Indiana, Jefferson, Lancaster, Washington, Westmoreland and York counties, as well as loan production offices in northeast and central Ohio. With assets of $5.8 billion, S&T Bancorp, Inc. stock trades on the NASDAQ Global Select Market under the symbol STBA. For more information, visit http://www.stbancorp.com.

This news release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected returns and other benefits of the proposed merger to shareholders and the expected closing of the bank merger. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements, and there can be no assurances that: the proposed merger will close when expected or the expected returns and other benefits of the proposed merger to shareholders will be achieved. Factors that could cause or contribute to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the time frames expected or at all, or may be more costly to achieve; that after the completion of the merger transaction, the parties’ respective businesses may not perform as expected due to transaction-related uncertainties or other factors; that the parties are unable to implement successful integration strategies; reputational risks and the reaction of the parties’ customers to the merger transaction; diversion of management time to merger-related issues; and other factors and risk influences contained in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in S&T Bancorp’s Form 10-K for the fiscal year ended December 31, 2014 and other documents subsequently filed by S&T Bancorp with the SEC. Consequently, no forward-looking statement can be guaranteed. S&T Bancorp does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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