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
April 28, 2009
Date of Report (Date of earliest event reported)
SERVICE BANCORP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Massachusetts | | 0-24935 | | 04-3430806 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 81 Main Street, Medway, Massachusetts | | 02053 |
| (Address of principal executive offices) | | (Zip Code) |
1-888-578-7282
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Safe Harbor for Forward Looking Statements
This Current Report on Form 8-K contains forward-looking information, including information concerning Service Bancorp, Inc. and expectations concerning the mergers of Service Bancorp, M.H.C. and Service Bancorp, Inc. with and into Middlesex Bancorp MHC. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Service Bancorp, Inc.’s actual results or performance to be materially different from the results and performance expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning Service Bancorp, Inc.’s belief, expectations or intentions concerning Service Bancorp, Inc.’s future performance and the likelihood that the mergers of Service Bancorp, Inc. and Service Bancorp, M.H.C. will in fact occur in a timely manner. These statements reflect Service Bancorp, Inc.’s current views. They are based on numerous assumptions and are subject to numerous risks and uncertainties relating to the mergers, including obtaining all requisite regulatory approvals in a timely fashion, absence of a material adverse effect on Service Bancorp, Inc., satisfaction of all other conditions to the mergers and timely closing of the mergers by both parties.
On April 28, 2009, Service Bancorp, Inc. (the “Company”) issued a press release announcing that, at an adjourned Special Meeting of Corporators that was reconvened today, the corporators of Service Bancorp, M.H.C. (“Service MHC”), the mutual holding company parent of Service Bancorp, Inc., approved the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 8, 2008 and amended March 18, 2009, among Middlesex Savings Bank and Service Bancorp, Inc., Service MHC and Strata Bank. The Special Meeting of Corporators was adjourned on April 23, 2009 in order to allow various corporators who were unavailable on that date the opportunity to vote. The transaction remains subject to several conditions, including the receipt of regulatory approvals and the approval of the corporators of Middlesex Bancorp, MHC, a mutual holding company which Middlesex Savings Bank is expected to form (subject to receipt of required approvals) prior to the consummation of the transactions contemplated by the Merger Agreement.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | 99.1 | Press Release dated April 28, 2009. |
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.
| | |
| SERVICE BANCORP, INC. |
| |
| By: | | /s/ Mark L. Abbate |
| | Mark L. Abbate |
| | Executive Vice President and Chief Financial Officer |
Date: April 28, 2009
