Item 2.01 Completion of an Acquisition or Disposition of Assets
The information set forth in the Introductory Note of this Report is incorporated herein by reference.
On
Immediately following the Merger, the Company's wholly-owned bank subsidiary,
As previously announced, the election deadline for holders of BKJ Common Stock
to elect the form of consideration they wished to receive in the Merger, subject
to the allocation and proration procedures set forth in the Merger Agreement,
was
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed as Exhibit 2.1 to the Company's Form 8-K filed
on
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On
As a result, the BKJ Common Stock will no longer be listed on the NYSEA. In
addition, ConnectOne, as the Company's successor, intends to file with the
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The information set forth in the Introductory Note and Item 2.01 of this Report is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
At the Effective Time, shareholders of the Company immediately prior to the completion of the Merger ceased to have any rights as shareholders of the Company other than the right to receive the Merger Consideration in accordance with the Merger Agreement.
The information set forth in the Introductory Note, Item 2.01 and Item 3.01 of this Report is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
At the Effective Time, a change in control of the Company occurred and the Company merged with and into ConnectOne.
The information set forth in the Introductory Note, Item 2.01 and Item 3.01 of this Report 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.
At the Effective Time, the Company's directors and executive officers ceased serving in such capacities.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As a result of the Merger, at the Effective Time, the Company ceased to exist and ConnectOne continued as the surviving corporation. The certificate of incorporation of ConnectOne as in effect immediately prior the Effective Time became and shall remain the certificate of incorporation of the surviving corporation, and the bylaws of ConnectOne as in effect immediately prior to the Effective Time became and shall remain the bylaws of the surviving corporation.
Copies of ConnectOne's Certificate of Incorporation and Amended and Restated Bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein. The information set forth in Item 2.01 of this Current Report on Form 8-K is also incorporated by reference herein.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 3
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Exhibit Description No. 2.1 Agreement and Plan of Merger, dated as ofAugust 15, 2019 , by and betweenBancorp of New Jersey, Inc. and ConnectOne Bancorp, Inc. (Schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedules or exhibits will be furnished supplementally to theSEC upon its request.) (Incorporated by reference to Exhibit 2.1 toBancorp of New Jersey, Inc.'s Current Report on Form 8-K filed onAugust 16, 2019 ). 3.1 Restated Certificate of Incorporation of ConnectOne Bancorp, Inc. 3.2 Amended and Restated By-Laws of ConnectOne Bancorp, Inc. 99.1 Press release datedJanuary 2, 2020 . 4
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