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): May 1, 2020
PB Bancorp, Inc.
(Exact name of registrant as specified in its charter)
(860) 928-6501
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
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. [ ]
Introductory Note
This Current Report on Form 8-K is being filed in connection with the closing on May 1, 2020 of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 22, 2019 (the
“Merger Agreement”), by and among Centreville Bank, a Rhode Island-chartered mutual savings bank (“Centreville”), PB Bancorp, Inc., a Maryland corporation (“PB Bancorp”), and Putnam Bank, a Connecticut-chartered stock savings bank. PBBI Acquisition
Corp., a Maryland corporation and wholly-owned subsidiary of Centreville that was formed solely to facilitate the transaction contemplated by the Merger Agreement (“Merger Sub”), merged with and into PB Bancorp, with PB Bancorp as the surviving
entity, effective as of 12:01 a.m., eastern time, on May 1, 2020 (the “Effective Time”).
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On May 1, 2020, pursuant to the Merger Agreement, Merger Sub merged with and into PB Bancorp, with PB Bancorp as the surviving entity (the “Merger”). Immediately after the Effective Time, Putnam Bank
transferred all of Putnam Bank’s assets to Centreville, and Centreville assumed all of Putnam Bank’s liabilities, including all of Putnam Bank’s deposit liabilities and any contingent liabilities (collectively, the “Bank Combination”). Immediately
after the Bank Combination, each of PB Bancorp and Putnam Bank was dissolved and Putnam Bank’s charter was relinquished to the Banking Commissioner of the State of Connecticut (collectively, the “Dissolution”).
Under the terms of the Merger Agreement, each share of PB Bancorp common stock was converted into the right to receive $15.25 in cash (the “Merger Consideration”). At the Effective Time, each option to
purchase PB Bancorp common stock issued by PB Bancorp was canceled and the holder received the right to receive a cash payment equal to $15.25 minus the option exercise price. Additionally, at the Effective Time, each restricted stock award issued
that was outstanding at the Effective Time, vested in full and such shares were converted into the right to receive the Merger Consideration.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to
PB Bancorp’s Current Report on Form 8-K filed on October 23, 2019 and is incorporated herein by reference.
As a result of the Merger and subsequent Dissolution, PB Bancorp no longer fulfills the listing requirements of the Nasdaq Stock Market (“Nasdaq”). On May 1, 2020, PB Bancorp notified Nasdaq that
trading in PB Bancorp common stock should be suspended and the listing of PB Bancorp common stock should be removed, in each case prior to the opening of the market on May 1, 2020. Nasdaq has filed a notification of removal from listing of PB
Bancorp common stock on Form 25 with the Securities and Exchange Commission to deregister PB Bancorp’s common stock under Section 12 of the Securities Exchange Act of 1934. Centreville, as successor to PB Bancorp, intends to file a Form 15 with the
Securities and Exchange Commission to suspend PB Bancorp’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Effective upon the consummation of the Merger, PB Bancorp’s directors and executive officers ceased serving in such capacities. At the Effective Time, John P. Miller, a director of PB Bancorp, was
appointed as a member of the Board of Trustees of Centreville.
Effective upon the consummation of the Merger, the Articles of Incorporation and the Bylaws of PB Bancorp ceased to be in effect.
Item 9.01 Financial
Statements and Exhibits
(b) Pro Forma Financial Information. Not Applicable
(c) Shell Company
Transactions. Not Applicable
(d) Exhibits:
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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CENTREVILLE BANK,
AS SUCCESSOR TO
PB BANCORP, INC.
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Dated: May 1, 2020
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By:
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/s/ Harold M. Horvat
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Harold M. Horvat
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President and Chief Executive Officer
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