Current Report Filing (8-k)
September 26 2014 - 12:06PM
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) September 26, 2014
FEDFIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland |
0-54124 |
25-1828028 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
565 Donner Avenue, Monessen, Pennsylvania |
15062 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (724) 684-6800
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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[ ] |
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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of shareholders of FedFirst Financial Corporation (the "Company") was held on September 26, 2014. The final results for each of the matters submitted to a vote of shareholders at the special meeting are as follows:
1. The proposal to approve the Agreement and Plan of Merger, dated as of April 14, 2014, by and between CB Financial Services, Inc. and FedFirst Financial Corporation, was approved by the shareholders by the following vote:
FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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1,719,155
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9,495
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24,656
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-
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2. The non-binding, advisory proposal to approve the compensation to be paid to the named executive officers of FedFirst Financial Corporation if the merger contemplated by the Agreement and Plan of Merger, was approved by the shareholders by the following vote:
FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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1,626,291
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91,877
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34,973
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165
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Item 8.01. Other Events.
On September 26, 2014, the Company and CB Financial Services issued a joint press release announcing the receipt of shareholder approval of the pending merger of the Company with and into CB Financial Services. A copy of the press release is furnished as an exhibit hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number |
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Description |
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99.1 |
Press Release dated September 26, 2014 |
SIGNATURE
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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FEDFIRST FINANCIAL CORPORATION
(Registrant)
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September 26, 2014
(Date) |
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/s/ PATRICK G. O'BRIEN
Patrick G. O'Brien
President and Chief Executive Officer |
EXHIBIT 99.1
Stockholders of FedFirst Financial Corporation Approve FedFirst's Pending Merger With CB Financial Services, Inc.
CARMICHAELS, Pa. and MONESSEN, Pa., Sept. 26, 2014 (GLOBE NEWSWIRE) -- CB Financial Services, Inc. ("CB") (OTCQB:CBFV), the Carmichaels-based holding company for Community Bank, and FedFirst Financial Corporation ("FedFirst") (Nasdaq:FFCO), the Monessen-based holding company for First Federal Savings Bank, announced that at a special meeting of stockholders held earlier today, FedFirst's stockholders overwhelmingly approved the Agreement and Plan of Merger providing for the pending merger of FedFirst with CB. Stockholders likewise voted in favor of a non-binding, advisory proposal to approve the payment of merger-related compensation to certain executive officers of FedFirst contingent upon the completion of the transaction.
As previously announced, all regulatory approvals have been received for the proposed merger of First Federal Savings Bank with Community Bank. CB has pending with the Federal Reserve Board a request that it waive its application requirements with respect to the proposed merger of FedFirst with CB. Subject to the receipt of the waiver and the satisfaction of other closing conditions, the transaction is expected to be completed on or about October 31, 2014.
About CB Financial Services, Inc.
CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates eleven offices in Greene, Allegheny and Washington Counties in southwestern Pennsylvania.
About FedFirst Financial Corporation
FedFirst Financial Corporation is the parent company of First Federal Savings Bank, a community-oriented financial institution operating seven full-service branch locations in southwestern Pennsylvania. First Federal offers a broad array of retail and commercial lending and deposit services and provides commercial and personal insurance services through Exchange Underwriters, Inc., its 80% owned subsidiary.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act relating to the proposed merger. Forward-looking statements are typically identified by words such as "believe", "plan", "expect", "anticipate", "intend", "outlook", "estimate", "forecast", "will", "should", "project", "goal", and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. Among the factors that could cause actual results to differ materially from forward-looking statements contained in this press release are the ability to meet the closing conditions to the proposed merger on the expected terms and schedule; and delay in closing the merger. CB and FedFirst undertake no obligation to revise these forward-looking statements or to reflect changes in events or circumstances after the date of this press release.
CONTACT: CB Financial Services, Inc.
Barron P. "Pat" McCune, Jr.
President and Chief Executive Officer
(724) 225-2400
FedFirst Financial Corporation
Patrick G. O'Brien
President and Chief Executive Officer
(724) 684-6800
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