-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JoU4mVJNhoFrp09KcJgsdYWik4TN0hIDxocaN3FT1Q9UJ4MgcEg589CbnaQHCFYj Jnn/LkI16V3x8vjPG1inuw== 0000787849-07-000056.txt : 20070509 0000787849-07-000056.hdr.sgml : 20070509 20070509092317 ACCESSION NUMBER: 0000787849-07-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070507 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070509 DATE AS OF CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YARDVILLE NATIONAL BANCORP CENTRAL INDEX KEY: 0000787849 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222670267 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26086 FILM NUMBER: 07830510 BUSINESS ADDRESS: STREET 1: 2465 KUSER RD CITY: HAMILTON STATE: NJ ZIP: 08690 BUSINESS PHONE: 6096316218 MAIL ADDRESS: STREET 1: 2465 KUSER RD CITY: HAMILTON STATE: NJ ZIP: 08690 8-K 1 form8k.htm FORM 8-K form8k.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):
May 7, 2007

YARDVILLE NATIONAL BANCORP
(Exact Name of Issuer as Specified in Charter)

NEW JERSEY
(State or Other Jurisdiction of Incorporation or Organization)
000-26086
(Commission File Number)
22-2670267
(I.R.S. Employer Identification Number)

2465 KUSER ROAD, HAMILTON, NEW JERSEY 08690
(Address of Principal Executive Offices)

(609) 585-5100
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K 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
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 




 
Item 8.01.Other Events.
 
On May 7, 2007, Yardville National Bancorp, referred to as the “Company,” issued a press release announcing the conclusion of an investigation of an allegation regarding improper disclosure of Company information.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
Item 9.01.Financial Statements and Exhibits.
 
The following exhibits are filed with this Form 8-K:
 
Exhibit No.
Description
99.1
Press release dated May 7, 2007.

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 hereunto duly authorized.
 

Date:
May 9, 2007
YARDVILLE NATIONAL BANCORP
   
By:
Stephen F. Carman
     
Stephen F. Carman
     
Vice President and Treasurer




EXHIBIT INDEX
 
Exhibit No.
Description
99.1
Press release dated May 7, 2007.
 
 

 
EX-99.1 2 pressrelease.htm PRESS RELEASE DATED MAY 7, 2007 pressrelease.htm

Exhibit 99.1
YARDVILLE NATIONAL BANCORP
Press Release

 
FOR IMMEDIATE RELEASE
 
For further information, contact:
Daniel J. O'Donnell, Chief Legal Officer
 
(609) 631-6157 or odonnelld@ynb.com
 
Patrick M. Ryan, CEO
 
(609) 631-6177
 
or consult Investor Relations on YNB’s website: www.ynb.com
 
YNB REPORTS CONCLUSION OF INVESTIGATION
 
Hamilton, N.J.- May 7, 2007 - Yardville National Bancorp (NASDAQ:YANB) (“YNB” or the “company”) announced the conclusion of an investigation of an allegation regarding improper disclosure of company information and reported that independent outside counsel retained by YNB to conduct the investigation determined that there was not sufficient credible evidence under the circumstances to conclude that it is reasonably likely that a material violation of law or a material breach of fiduciary duty had occurred.
 
YNB’s Chief Legal Officer, Daniel J. O’Donnell, commenced the investigation following his receipt of an allegation from a YNB shareholder that one or more members of the company’s board of directors had improperly disclosed material, nonpublic information to at least one other YNB shareholder. After Mr. O’Donnell’s preliminary inquiry into the matter, the allegation was referred to the company’s audit committee.  The audit committee thereafter retained Bingham McCutchen LLP to serve as independent outside counsel and further investigate the allegation.
 
The independent outside counsel conducted an extensive review of the matter, including interviewing the YNB shareholder who had made the allegation, the YNB shareholder who allegedly received the company information and members of the company’s board of directors. Upon completing its investigation, the independent outside counsel reported its determination to YNB’s audit committee. The audit committee accepted the report of the independent outside counsel and determined that no further investigation was warranted at this time. The audit committee subsequently made its report on the matter to YNB’s board of directors.
 
Note regarding forward-looking statements
This press release and other statements made from time to time by our management contain express and implied statements relating to our future financial condition, results of operations, plans, objectives, performance, and business, which are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These may include statements that relate to, among other things, profitability, liquidity, adequacy of the allowance for loan losses, plans for growth, interest rate sensitivity, market risk, regulatory compliance, and financial and other goals.  Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. Actual results may differ materially from those expected or implied as a result of certain risks and uncertainties, including, but not limited to: adverse changes in our loan quality and the resulting credit risk-related losses and expenses; levels of our loan origination volume; the results of our efforts to implement our retail strategy and attract core deposits; compliance with laws and regulatory requirements, including our formal agreement with the Office of the Comptroller of the Currency, and compliance with NASDAQ standards; interest rate changes and other economic conditions; proxy contests and litigation; continued relationships with major customers; competition in product offerings and product pricing; adverse changes in the economy that could increase credit-related losses and expenses; adverse changes in the market price of our common stock; and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission, as well as other risks and uncertainties detailed from time to time in statements made by our management. The Company assumes no obligation to update or supplement forward-looking statements except as may be required by applicable law or regulation.
 



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