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
JULY 1, 2006
Date of Report (Date of earliest event reported)
BOARDWALK BANCORP, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 000-1354835 20-4392739
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
201 SHORE ROAD, LINWOOD, NEW JERSEY 08221
(Address of principal executive offices) (Zip Code)
(609) 601-0600
Registrant's telephone number, including area code
N/A
(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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective July 1, 2006, in connection with the reorganization of Boardwalk
Bank, a New Jersey commercial bank (the "Bank"), into a holding company
structure as described below in Item 8.01 of this Current Report on Form 8-K,
the board of directors of Boardwalk Bancorp, Inc., a New Jersey corporation (the
"Company"), was expanded by 11 directors to be divided among three classes. The
Company's Class I directors, whose terms will expire at the annual meeting of
its shareholders in 2007, are Mark A. Benevento, Arthur R. Coslop, James L.
Fraser, Roy Goldberg and Thomas K. Ritter. The Company's Class II directors,
whose terms will expire at the annual meeting of shareholders in 2008, are
Joseph M. Brennan, Agostino R. Fabietti, Arthur J. Galletta, Carol Nugent Harris
and Thomas S. Rittenhouse. The Company's Class III directors, whose terms will
expire at the annual meeting of its shareholders in 2009, are Rudolph M.
Chiorazzo, Michael D. Devlin, Thomas L. Glenn, III and Patricia C. Koelling. As
a result of the expansion, all of the directors of the Bank are now also serving
as directors of the Company. At each annual meeting of the Company's
shareholders, the successors of the class of directors whose term(s) expire at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of the Company's shareholders held in the third year following the year
of their election. The Proxy Statement/Prospectus, dated March 23, 2006, mailed
to stockholders of the Bank in connection with the 2006 annual meeting of
stockholders of the Bank (the "Proxy Statement/Prospectus"), includes
biographical and other information concerning the directors of the Company under
the headings "PROPOSAL I - PROPOSED HOLDING COMPANY REORGANIZATION - MANAGEMENT"
and "PROPOSAL II - ELECTION OF DIRECTORS" in the Proxy Statement/Prospectus,
which information is incorporated herein by reference.
Also effective July 1, 2006, the following board committees of the Company
were formed: Audit Committee, Compensation Committee and Nominating Committee.
Each of Messrs. Brennan, Galletta and Rittenhouse and Ms. Koelling was appointed
to the Company's Audit Committee. Each of Messrs. Fabietti and Rittenhouse and
Ms. Koelling was appointed to the Company's Compensation Committee. Each of
Messrs. Benevento, Brennan, Chiorazzo, Coslop, Fabietti, Fraser, Galletta,
Goldberg, Rittenhouse and Ritter and Ms. Koelling was appointed to the Company's
Nominating Committee.
ITEM 8.01 OTHER EVENTS.
At 12:01 a.m., eastern time, on July 1, 2006, pursuant to the Plan of
Acquisition, dated as of February 22, 2006 (the "Plan"), by and between the
Company and the Bank, (i) each share of common stock of the Bank that was then
issued and outstanding was automatically exchanged into one share of common
stock of the Company and (ii) each stock purchase warrant of the Bank that was
then issued and outstanding was automatically exchanged into one stock purchase
warrant of the Company (the "Reorganization"). As a result of the
Reorganization, the former holders of the Bank's common stock and stock purchase
warrants are the sole shareholders and warrant holders of the Company, owning
the same number and percentage of the Company's common stock and stock purchase
warrants as they had owned of the Bank, and the Company owns 100% of the issued
and outstanding shares of the Bank. The Company is therefore a one bank holding
company, with the Bank as its sole banking subsidiary.
The issuance of the Company's common stock pursuant to the Reorganization
was registered under the Securities Act of 1933, as amended, pursuant to the
Company's registration statement on Form S-4 (File No. 333-132195) filed with
the Securities and Exchange Commission.
The Proxy Statement/Prospectus contains additional information about the
Reorganization, including information concerning the interests of directors,
executive officers and affiliates of the Bank in the Reorganization.
Prior to the Reorganization, the Bank's common stock and stock purchase
warrants were traded on The Nasdaq Capital Market ("Nasdaq"). As a result of the
Reorganization, the Bank's common stock and stock purchase warrants have ceased
trading on Nasdaq. Pursuant to Rule 12g-3(a) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the Company's common stock and stock
purchase warrants are deemed to be registered under Section 12(g) of the
Exchange Act. The Company's common stock trades on Nasdaq under the ticker
symbol "BORD." The Company's stock purchase warrants trade on Nasdaq under the
ticker symbol "BORDW."
On July 3, 2006, the Company issued a press release announcing the
completion of the Reorganization and announced that its board of directors had
authorized a stock repurchase program for up to 5% of the Company's shares
outstanding, on a fully-diluted basis, during a twelve-month period beginning
July 1, 2006, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
2.1 Plan of Acquisition, dated as of February 22, 2006, by and between
Boardwalk Bancorp, Inc. and Boardwalk Bank (incorporated
by reference to Exhibit A of the proxy statement/prospectus included in
Boardwalk Bancorp's Registration Statement on Form S-4 (File No.
333-132195)).
3.1 Certificate of Incorporation of Boardwalk Bancorp, Inc. (incorporated by
reference to Exhibit B of the proxy statement/prospectus included in
Boardwalk Bancorp's Registration Statement on Form S-4 (File No.
333-132195)).
3.2 Bylaws of Boardwalk Bancorp, Inc. (incorporated by reference to Exhibit C
of the proxy statement/prospectus included in Boardwalk Bancorp's
Registration Statement on Form S-4 (File No. 333-132195)).
99.1 Press release, dated July 3, 2006, of Boardwalk Bancorp, Inc.
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.
BOARDWALK BANCORP, INC.
Dated: July 5, 2006
By: /s/ Wayne S. Hardenbrook
------------------------------------
Wayne S. Hardenbrook
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
2.1 Plan of Acquisition, dated as of February 22, 2006, by and
between Boardwalk Bancorp, Inc. and Boardwalk Bank
(incorporated by reference to Exhibit A of the proxy
statement/prospectus included in Boardwalk Bancorp's
Registration Statement on Form S-4 (File No. 333-132195))
3.1 Certificate of Incorporation of Boardwalk Bancorp, Inc.
(incorporated by reference to Exhibit B of the proxy
statement/prospectus included in Boardwalk Bancorp's
Registration Statement on Form S-4 (File No. 333-132195))
3.2 Bylaws of Boardwalk Bancorp, Inc. (incorporated by reference to
Exhibit C of the proxy statement/prospectus included in
Boardwalk Bancorp's Registration Statement on Form S-4 (File
No. 333-132195))
99.1 Press release, dated July 3, 2006, of Boardwalk Bancorp, Inc.