Current Report Filing (8-k)
May 06 2021 - 3:56PM
Edgar (US Regulatory)
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2021-05-06
2021-05-06
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
May 6, 2021
STANDARD AVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Maryland
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001-34893
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27-3100949
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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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2640 Monroeville Boulevard, Monroeville,
Pennsylvania, 15146
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (412) 856-0363
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:
¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, par value $0.01 per share
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STND
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The NASDAQ Stock Market LLC
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Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On
May 6, 2021, Standard AVB Financial Corp. (“Standard”) and Dollar Mutual Bancorp (“Dollar”), issued a joint press
release announcing that the parties had received all the regulatory approvals necessary to complete the merger of Standard into Dollar.
The parties expect that merger will be completed after market hours on May 28, 2021. Dollar is the mutual holding company for Dollar
Bank, Federal Savings Bank. Standard is the stock holding company of Standard Bank, PaSB, a Pennsylvania chartered savings bank. In connection
with the merger of Standard into Dollar, Standard Bank will convert to a federal savings bank. Dollar Bank and Standard Bank will continue
to operate as separate financial institutions with Dollar as the holding company for each bank.
A copy
of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Cautionary Note Regarding
Forward-Looking Statements
This
Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements
include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements
can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe”,
“expect”, “anticipate”, “estimate”, and “intend” or future or conditional verbs such
as “will”, “would”, “should”, “could” or “may”. Certain factors that could
cause actual results to differ materially from expected results include the ability to meet closing conditions to the merger on the expected
terms and schedule, delays in completing the merger, difficulties in achieving cost savings from the merger or in achieving such cost
savings within the expected time frame, difficulties in integrating Standard, increased competitive pressures, changes in the interest
rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which
Standard and Dollar are engaged, changes in the securities markets and other risks and uncertainties. In addition, the COVID-19 pandemic
is having an adverse impact on Standard and other financial institutions, their customers and the communities they serve. Given its ongoing
and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on the business of Standard, Dollar and other
financial institutions. The extent of such impact will depend on future developments, which are highly uncertain, including when the
coronavirus can be controlled and abated and when and how the economy may be reopened or remain reopened.
Further
information about these and other relevant factors, risks and uncertainties may be found in Standard’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2020 and in subsequent filings with the Securities and Exchange Commission. Standard does not
undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking
statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are
cautioned not to place undue reliance on these forward-looking statements.
Item 9.01
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Financial Statements and Exhibits.
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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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STANDARD AVB FINANCIAL
CORP.
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(Registrant)
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Date: May 6, 2021
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By:
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/s/ Andrew
W. Hasley
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Andrew W. Hasley
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President and Chief Executive Officer
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