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 27, 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 September 27, 2022, Hometown Financial Group, Inc. (“Hometown”), the multi-bank holding company for bankESB, bankHometown and Abington Bank, and Randolph Bancorp, Inc. (“Randolph”), the bank holding company for Envision Bank, jointly announced today that all regulatory approvals relating to the acquisition by Hometown of Randolph and Envision Bank have been received. Randolph shareholders previously approved the merger at a special meeting of shareholders held on June 29, 2022. The merger is targeted to close on October 7, 2022, subject to the satisfaction of other customary closing conditions. A copy of the press release, which is attached to this Form 8-K as Exhibit 99.1, is incorporated herein by reference.
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.
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| | | | Randolph Bancorp, Inc. |
| | | |
| | | | By: | | /s/ William M. Parent |
| | | | Name: Title: | | William M. Parent President and Chief Executive Officer |
Date: September 27, 2022 | | | | | | |
