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 19, 2008
Oritani Financial Corp.
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(Exact name of registrant as specified in its charter)
United States 001-33223 22-3617996
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
370 Pascack Road, Township of Washington 07676
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 664-5400
Not Applicable
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(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 (see General Instruction A.2. below):
[ ] 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 CRF 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement.
On March 19, 2008, Oritani Financial Corp. ("OFC") and Greater Community
Bancorp ("GCB") entered into a Mutual Termination Agreement (the "Termination
Agreement") terminating the agreement and plan of merger by and between GCB and
OFC dated November 13, 2007 (the "Merger Agreement"), pursuant to which GCB was
to have merged with and into OFC, and Greater Community Bank, a wholly-owned
subsidiary of GCB, was to have merged with and into Oritani Savings Bank, a
wholly-owned subsidiary of OFC.
Under the Termination Agreement, the companies have agreed to release each
other from any claims relating to the proposed merger. GCB will pay $700,000 to
OFC under the Termination Agreement, and OFC has released GCB from any further
break-up fee in connection with the Merger Agreement.
The Termination Agreement provides that the voting agreements executed and
delivered by directors of GCB in connection with the execution of the Merger
Agreement for the benefit of OFC are terminated. The Termination Agreement also
provides that the voting agreement executed and delivered by Oritani Financial
Corp., MHC in connection with the execution of the Merger Agreement for the
benefit of GCB is terminated. Additionally, the Termination Agreement provides
for the termination of the non-compete agreement between OFC and Anthony M.
Bruno, Jr. entered into on November 13, 2007.
A copy of the Termination Agreement is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
A press release announcing the Termination Agreement is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Not Applicable.
(b) Pro Forma Financial Information. Not Applicable.
(c) Shell Company Transactions. Not Applicable.
(d) Exhibits.
Exhibit No. Description
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10.1 Mutual Termination Agreement between
Oritani Financial Corp. and Greater
Community Bancorp, dated
March 19, 2008
99.1 Press Release dated March 19, 2008
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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.
ORITANI FINANCIAL CORP.
DATE: March 21, 2008 By: /s/ Kevin J. Lynch
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Kevin J. Lynch
President and Chief Executive Officer
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