Current Report Filing (8-k)
September 27 2013 - 11:05AM
Edgar (US Regulatory)
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
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Date of Report (Date of earliest event reported)
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September 26, 2013
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ROMA FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
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United States
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0-52000
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51-0533946
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2300 Route 33, Robbinsville, New Jersey
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08691
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (609) 223-8300
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Not Applicable
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(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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INFORMATION TO BE INCLUDED IN REPORT
Section 1 Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On September 26, 2013, Investors Bancorp Inc., Investors Bank, and Investors Bancorp, MHC, and Roma Financial Corporation, Roma Bank and Roma Financial Corporation, MHC, entered into an Amendment (the “Amendment”) to the Agreement and Plan of Merger, dated December 19, 2012, by and among Investors Bancorp, Inc., Investors Bank, and Investors Bancorp, MHC, and Roma Financial Corporation, Roma Bank and Roma Financial Corporation, MHC (the “Merger Agreement”). The Amendment extends the date after which any of the parties may terminate the Merger Agreement if the proposed merger of Roma Financial Corporation with and into Investors Bancorp, Inc. has not yet been completed, from September 30, 2013 to November 30, 2013. The Amendment is attached as Exhibit 2.1 to this Report. A related press release is attached as Exhibit 99.1 to this Report.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment. Except as explicitly provided in the Amendment, the Merger Agreement remains in full force and effect as originally executed on December 19, 2012.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit 2.1
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First Amendment to the Agreement and Plan of Merger, dated September 26, 2013, by and among, Investors Bancorp, Inc., Investors Bank, and Investors Bancorp, MHC, and Roma Financial Corporation, Roma Bank and Roma Financial Corporation, MHC.
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Exhibit 99.1
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Press Release, dated September 27, 2013
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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.
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ROMA FINANCIAL CORPORATION
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Date: September 27, 2013
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By:
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/s/ Sharon L. Lamont
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Sharon L. Lamont
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit 2.1
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First Amendment to the Agreement and Plan of Merger, dated September 26, 2013, by and among, Investors Bancorp, Inc., Investors Bank, and Investors Bancorp, MHC, and Roma Financial Corporation, Roma Bank and Roma Financial Corporation, MHC.
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Exhibit 99.1
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Press Release, dated September 27, 2013
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