UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form8-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)
November 1, 2013
NEWBRIDGE BANCORP
(Exact Name of Registrant as Specified in Charter)
| North Carolina | 000-11448 | 56-1348147 |
| State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) |
| 1501 Highwoods Boulevard, Suite 400, Greensboro North Carolina | 27410 |
| Greensboro North Carolina | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (336) 369-0900
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) |
| x | 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)) |
INDEX
| Page | |
| Item 1.01 – Entry into a Material Definitive Agreement | 3 |
| Item 7.01 - Regulation FD Disclosure | 3 |
| Item 9.01 – Financial Statements and Exhibits | 3 |
| Signatures | 3 |
Item 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 1, 2013, NewBridge Bancorp (NASDAQ: NBBC) and CapStone Bank(OTCQB: CPSE) announced the signing of a definitive merger agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
NewBridge Bancorp hereby furnishes its investor presentation, dated November 1, 2013. A copy of the presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(c) Exhibits.
The following exhibits are filed herewith:
| Exhibit No. | Description of Exhibit |
| Exhibit 99.1 | Joint Press Release issued by NewBridge Bancorpand CapStone Bank, dated November 1, 2013. |
| Exhibit 99.2 | NewBridge Bancorp investor presentation, dated November 1, 2013. |
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 hereunto duly authorized.
| NEWBRIDGE BANCORP | ||
| Dated: November 1, 2013 | By: | /s/ Ramsey K. Hamadi |
| Ramsey K. Hamadi | ||
| Senior Executive Vice President and | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit |
| Exhibit 99.1 | Joint Press Release issued by NewBridge Bancorpand CapStone Bank, dated November 1, 2013. |
| Exhibit 99.2 | NewBridge Bancorp investor presentation, dated November 1, 2013. |
