Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the Effective Time, pursuant to the terms of the Agreement, each share of
common stock, par value
The foregoing summary of the Agreement and the Mergers is not complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Annex A to the Proxy Statement and which is incorporated by reference as Exhibit 2.1 hereto and is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified the
The Company intends to file with the
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
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Item 3.03 Material Modification to the Rights of Security Holders.
As a result of the Merger, each share of the Company's common stock was converted into the right to receive the Merger Consideration as set forth in the Agreement.
The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
Upon completion of the Merger, the Company merged with and into Cambridge, with Cambridge as the surviving corporation.
The information set forth in Items 2.01, 3.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Upon completion of the Merger, 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 of the Effective Time, the Articles of Incorporation and the Bylaws of the Company ceased to be in effect by operation of law and the organizational documents of Cambridge became the Articles of Organization and Amended and Restated Bylaws of the surviving corporation in accordance with the terms of the Agreement.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 5, 2019 , by and amongWellesley Bancorp, Inc. , Cambridge Bancorp,Wellesley Bank andCambridge Trust Company (incorporated herein by reference to Annex A toWellesley Bancorp, Inc.'s Definitive Proxy Statement filed on Schedule 14A onFebruary 4, 2020 ) 3.1 Certificate ofOrganization of Cambridge Bancorp (incorporated herein by reference to Exhibit 3.1 of the Form 8-K filed by Cambridge Bancorp with theSEC onJune 19, 2018 ) 3.2 Amended and Restated Bylaws of Cambridge Bancorp (incorporated herein by reference to Exhibit 3.2 of Amendment No. 2 of the Registration Statement File No. 1-38184 on Form 10 filed with theSEC by Cambridge Bancorp onOctober 4, 2017 ) 2
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