|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/01/14 Clifton Bancorp Inc. 8-K12B:8,9 4/01/14 2:23K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 8-K12B Notice of Securities of a Successor Issuer Deemed HTML 17K
to be Registered
2: EX-99.1 Miscellaneous Exhibit HTML 11K
| Form 8-K-12B |
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) April 1, 2014
CLIFTON BANCORP INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 333-192598 | 46-4757900 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
1433 Van Houten Avenue, Clifton, New Jersey 07015
(Address of principal executive offices) (Zip Code)
(973) 473-2200
(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 April 1, 2014, Clifton MHC (the “MHC”) completed its conversion from a mutual holding company to a stock holding company (the “Conversion”) and Clifton Bancorp Inc., a Maryland corporation (the “Company”), completed its stock offering conducted in connection with the Conversion, all pursuant to an Amended and Restated Plan of Conversion and Reorganization (the “Plan”). Upon completion of the Conversion, the Company became the holding company for Clifton Savings Bank (the “Bank”) and acquired ownership of all the issued and outstanding capital stock of the Bank. In connection with the Conversion, a total of 17,059,448 shares of common stock (the “Common Stock”) were sold in a subscription offering (the “Offering”), including shares purchased by the Bank’s employee stock ownership plan, at $10.00 per share for gross proceeds of $170.6 million. In addition and in accordance with the Plan, approximately 9,533,732 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 Clifton Savings Bancorp, Inc. (the “Mid-Tier Holding Company”), 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 the Mid-Tier Holding Company. Each such share of common stock of the Mid-Tier Holding Company was converted into the right to receive 0.9791 shares of Common Stock.
The Common Stock issued in the Offering and the Conversion was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-192598) filed initially with the Securities and Exchange Commission (the “SEC”) November 27, 2013, as amended, and declared effective by the SEC on February 6, 2014 (the “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 the Mid-Tier Holding Company in connection with the Conversion. The description of the Common Stock set forth under the heading “Description of New Clifton 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 April 1, 2014, 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 April 1, 2014 | |
SIGNATURE
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.
| CLIFTON SAVINGS BANCORP, INC. | ||||||
| Date: April 1, 2014 | By: | /s/ Paul M. Aguggia | ||||
| Paul M. Aguggia | ||||||
| Chairman, President and Chief Executive Officer | ||||||
| This ‘8-K12B’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period End: | 4/1/14 | 3, 4, 4/A | ||
| 2/6/14 | ||||
| 11/27/13 | S-1 | |||
| List all Filings | ||||