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): March 31, 2022
Randolph Bancorp, Inc.
(Exact name of Registrant as Specified in Its Charter)
Massachusetts | 001-37780 | 81-1844402 |
(State or Other Jurisdiction of Incorporation) | (Commission
File Number) | (IRS Employer Identification No.) |
2 Batterymarch Park, Suite 301, Quincy, Massachusetts 02169
(Address of principal executive offices)
(877) 963-2100
(Registrant’s telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
| | |
Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $.01 per share | RNDB | The NASDAQ Stock Market LLC |
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. ☐
On March 31, 2022, the Board of Directors of Randolph Bancorp, Inc. (the “Company”), in light of the recently announced proposed merger with Hometown Financial Group, Inc., has determined to postpone the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”), originally expected to be held on May 23, 2022.
A copy of the press release announcing the postponement of the Company’s Annual Meeting is attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 thereunto duly authorized.
| | | | | | |
| | | | Randolph Bancorp, Inc. |
| | | |
| | | | By: | | /s/ William M. Parent |
| | | | Name: Title: | | William M. Parent President and Chief Executive Officer |
Date: March 31, 2022 | | | | | | |
