Current Report Filing (8-k)
April 09 2015 - 6:03AM
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
Date of Report (Date of earliest event reported): April 7, 2015
CMS Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-33322 |
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20-8137247 |
(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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| 123 Main Street, Suite 750 White Plains, New York |
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10601 |
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(Zip Code) |
Registrant’s telephone number, including area code: (914) 422-2700
(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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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)) |
On April 7, 2015, CMS Bancorp, Inc. (“CMS Bancorp”), the parent company of
CMS Bank, and Putnam County Savings Bank (“PCSB”) jointly announced that they expect their previously announced merger of CMS Bancorp and CMS Bank with and into PCSB to be completed on or about April 28, 2015. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| 99.1. |
Press release dated April 7, 2015 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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CMS Bancorp, Inc.
(Registrant) |
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| April 8, 2015
(Date) |
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/s/ JOHN E. RITACCO
John E. Ritacco
President
and Chief Executive Officer |
Exhibit 99.1
Putnam County Savings Bank and CMS Bancorp, Inc.
Announce Expected Closing Date for Pending Merger
BREWSTER, NY and WHITE PLAINS, NY – 04/7/2015 – Putnam County Savings Bank (“PCSB”) and CMS Bancorp, Inc. (NASDAQ: CMSB)
(“CMS”), the holding company for CMS Bank, jointly announced that they expect their previously announced merger of CMS and CMS Bank with and into PCSB to be completed on or about April 28, 2015. All required regulatory approvals for
the merger have been received and the stockholders of CMS have approved the adoption of the merger agreement with PCSB. Upon completion of the transaction, CMS stockholders will receive cash merger consideration of $13.25 per share.
Luse Gorman, PC served as legal counsel and FinPro Capital Advisors, Inc. served as financial advisor to PCSB. Paul Hastings LLP served as legal counsel and
Sandler O’Neill + Partners, L.P. served as financial advisor to CMS.
About PCSB
Putnam County Savings Bank, a New York chartered mutual savings bank, operates from its administrative headquarters in Brewster, New York, and 10 retail branch
offices located in Putnam, Westchester, Rockland and Dutchess Counties, New York. At December 31, 2014, Putnam County Savings Bank had total assets, deposits and stockholders’ equity of $991.0 million, $855.0 million and $112.3 million,
respectively.
About CMS
CMS Bancorp, Inc. is the
holding company of CMS Bank, a New York chartered stock savings bank, and provides a full range of banking services to both individual and business customers through its administrative headquarters in White Plains, New York and 5 retail branch
facilities located in Westchester County, New York. CMS Bancorp, Inc. is traded on the NASDAQ Global Market under the trading symbol “CMSB.” At December 31, 2014, CMS Bancorp, Inc. had total assets, deposits and stockholders’
equity of $267.5 million, $214.7 million and $22.1 million, respectively.
Forward-Looking Statements
The foregoing material contains forward-looking statements concerning PCSB and CMS. We caution that such statements are subject to certain risks and a number
of uncertainties that may adversely affect the business, financial condition and results of operations of PCSB and CMS. These forward-looking statements include, without limitation, statements relating to the closing of the proposed transaction
between PCSB and CMS. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, many of which are beyond the parties’ control, including the parties’
ability to consummate the transaction or to satisfy the conditions to completion of the transaction, including the parties’ ability to meet expectations regarding the timing of the transaction. Readers should not place undue reliance on any
forward-looking statements. PCSB and CMS do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that 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.
For further information contact:
Joseph D. Roberto
Chairman, President and CEO
Putnam County Savings Bank
(845) 279-7101
John E. Ritacco
President and CEO
CMS Bancorp, Inc.
(914) 422-2700
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