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) February 22,
2010
NAUGATUCK VALLEY FINANCIAL
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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United
States
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0-50876
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65-1233977
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
No.)
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333 Church Street,
Naugatuck, Connecticut
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06770
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(Address
of principal executive offices)
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(Zip
Code)
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(203)
720-5000
(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:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x 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
1.01 Entry into Material Definitive
Agreement
On February 22, 2010, Naugatuck Valley
Financial Corporation (“NVFC”), the holding company for Naugatuck Valley Savings
and Loan, and Southern Connecticut Bancorp, Inc. (“SCBI”), the holding company
for The Bank of Southern Connecticut, entered into a definitive agreement for
NVFC to acquire SCBI. NVFC’s mutual holding company parent, Naugatuck
Valley Mutual Holding Company (“Naugatuck MHC”), also adopted a Plan of
Conversion and Reorganization to convert to a stock holding company by selling
to the public its approximate 60% ownership interest in NVFC in a transaction
commonly referred to a “second step” conversion. Completion of the
acquisition is contingent on the completion of the second step
conversion.
The
Proposed Acquisition
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Financial
Terms Summary
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Price:
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$7.25
per share
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Consideration:
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Cash/stock
election, subject to proration
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The acquisition is expected to occur
immediately following the completion of the second step
conversion. Upon completion of the second step conversion, Naugatuck
Valley Savings and Loan will become the wholly-owned subsidiary of a new stock
holding company (“Newco”). It is expected that Newco will retain the
name “Naugatuck Valley Financial Corporation.”
As a result of the acquisition, SCBI
will merge with and into Newco, with Newco as the surviving
entity. SCBI shareholders will be able to elect to receive cash,
shares of Newco common stock, or a combination of cash and stock, subject to
proration, if necessary, to assure that 50% of SCBI’s outstanding shares are
exchanged for Newco common stock and the remainder are exchanged for
cash. The exchange ratio for determining the number of shares of
Newco common stock to be exchanged for each share of SCBI common stock will
equal $7.25 divided by the initial offering price per share to be established
for Newco’s common stock in the second step conversion offering. SCBI
stockholders who elect to receive stock are not expected to be subject to
federal income tax on their receipt of Newco common stock.
As part of the transaction, The Bank of
Southern Connecticut will merge with and into Naugatuck Valley Savings and Loan,
with Naugatuck Savings and Loan as the surviving entity. Naugatuck
Valley Savings and Loan intends to continue to operate the four acquired banking
offices of The Bank of Southern Connecticut, which are located in New Haven (two
offices), Branford and North Haven, Connecticut, under the name “The Bank of
Southern Connecticut.”
One director of SCBI will be invited to
serve on both the board of directors of Newco and Naugatuck Valley Savings and
Loan effective at closing. The remaining SCBI directors will be
invited to serve on an advisory board.
Each director of SCBI has agreed in
writing to vote his shares of SCBI common stock in support of the proposed
transaction. The definitive agreement also contains customary
termination provisions, including the payment of a cash termination fee by NVFC
or SCBI under certain circumstances.
In addition to the completion of the
second step conversion, the acquisition is contingent on the receipt of
regulatory approvals, the approval of SCBI’s stockholders and other customary
conditions. The acquisition is expected to be completed in the third
calendar quarter of 2010.
The definitive agreement also
contains usual and customary representations and warranties that the parties to
the definitive agreement made to each other as of specific dates. The
assertions embodied in those representations and warranties were made solely for
purposes of the contract between the parties, and may be subject to important
qualifications and limitations agreed to by the parties in connection with
negotiating the terms of the definitive agreement . Moreover, the
representations and warranties are subject to a contractual standard of
materiality that may be different from what may be viewed as material to
shareholders, and the representations and warranties may have been used for the
purpose of allocating risk between the parties rather than establishing matters
as facts.
The foregoing summary of the definitive
agreement is not complete and is qualified in its entirety by reference to the
complete text of the definitive agreement, which is filed as Exhibit 2.1 to this
Form 8-K and which is incorporated herein by reference in its
entirety. In addition, a copy of the press release announcing the
execution of the definitive agreement is filed as Exhibit 99.1 to this Form 8-K
and is incorporated herein by reference in its entirety.
The
Proposed “Second Step” Conversion
In the second step conversion, Newco
will offer and sell shares of its common stock in an amount representing
Naugatuck MHC’s approximate 60% ownership interest in NVFC. The
amount will be based on an independent appraisal of Newco that will take into
account the proposed acquisition of SCBI. Newco will offer the shares
for sale to Naugatuck Valley Savings and Loan’s eligible account holders and tax
qualified employee plans in a subscription offering. If any shares
remain unsold after the expiration of the subscription offering, the unsold
shares will be offered for sale to members of the general public in a community
offering and, if necessary, in a broker-assisted syndicated community
offering. The highest offering priority will be depositors of
Naugatuck Valley Savings and Loan with qualifying deposits as of the close of
business on December 31, 2008.
Stockholders of NVFC (other than
Naugatuck MHC), who collectively own approximately 40% of NVFC’s outstanding
common stock, will receive shares of Newco common stock based on an “exchange
ratio” designed to preserve their aggregate percentage ownership
interest. The exchange ratio also will be determined based on an
independent appraisal of Newco that will take into account the proposed
acquisition of SCBI.
The transaction is subject to
regulatory approval, the approval of NVSL’s depositors, and the approval of
NVFC’s stockholders (including the holders of a majority of NVFC’s outstanding
shares of common stock, other than the Naugatuck MHC). The
transaction is expected to be completed in the third calendar quarter of
2010.
The foregoing summary of the plan of
conversion is not complete and is qualified in its entirety by reference to the
complete text of the plan of conversion, which is filed as Exhibit 2.2 to this
Form 8-K and which is incorporated herein by reference in its
entirety. In addition, a copy of the press release announcing the
adoption of the plan of conversion is filed as Exhibit 99.1 to this Form 8-K and
is incorporated herein by reference in its entirety.
Item
9.01 Financial Statements and
Exhibits
(d) The
following exhibit is filed herewith:
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Exhibit
2.1
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Agreement
and Plan of Merger, dated February 22, 2010, by and among Naugatuck Valley
Financial Corporation, Newco (as defined therein) and Southern Connecticut
Bancorp, Inc.*
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Exhibit
2.2
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Plan
of Conversion and Reorganization, dated February 22,
2010*
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Exhibit
99.1
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Press
Release dated February 23, 2010
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_____________________________________________________
* The
registrant has omitted schedules and similar attachments to the subject
agreement pursuant to Item 601(b)(2) of Regulation S-K. The registrant will
furnish a copy of any omitted schedule or similar attachment to the United
States Securities and Exchange Commission upon request.
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.
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NAUGATUCK
VALLEY FINANCIAL CORPORATION
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Date:
February 23, 2010
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By:
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/s/
John C. Roman
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John
C. Roman
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President
and Chief Executive Officer
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