Attached files
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EX-2.1 - EXHIBIT 2.1 - WESTERN LIBERTY BANCORP | c92278exv2w1.htm |
EX-10.4 - EXHIBIT 10.4 - WESTERN LIBERTY BANCORP | c92278exv10w4.htm |
EX-10.3 - EXHIBIT 10.3 - WESTERN LIBERTY BANCORP | c92278exv10w3.htm |
EX-10.1 - EXHIBIT 10.1 - WESTERN LIBERTY BANCORP | c92278exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - WESTERN LIBERTY BANCORP | c92278exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2009
WESTERN LIBERTY BANCORP
(Exact name of registrant as specified in its charter)
Delaware | 001-33803 | 26-0469120 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1370 Avenue of the Americas, 28th Floor, New York, New York |
10019 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 445-7800
(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:
þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
WESTERN LIBERTY BANCORP (WLBC) INTENDS TO FILE A PROXY STATEMENT/PROSPECTUS WITH THE SECURITIES AND EXCHANGE COMMISSION
(SEC) IN CONNECTION WITH THE SPECIAL MEETING OF WLBCS STOCKHOLDERS TO APPROVE THE PROPOSED
TRANSACTION WITH SERVICE1ST BANK OF NEVADA (THE PROXY STATEMENT/PROSPECTUS). STOCKHOLDERS OF WLBC AND OTHER
INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT/PROSPECTUS IN
CONNECTION WITH WLBCS SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. THE PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO WLBC STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR
VOTING ON THE PROPOSED TRANSACTION. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: WESTERN LIBERTY
BANCORP, 1370 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NEW YORK, 10019, ATTENTION: MR. ANDREW
NELSON. FREE COPIES OF THESE DOCUMENTS, ONCE AVAILABLE, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT
THE SECS INTERNET SITE (HTTP://WWW.SEC.GOV). IN ADDITION TO THE PROXY STATEMENT/PROSPECTUS, WLBC
FILES ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC.
WLBC, SERVICE1ST BANK OF NEVADA (SERVICE1ST) AND THEIR RESPECTIVE DIRECTORS, EXECUTIVE OFFICERS, AFFILIATES AND OTHER PERSONS
MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF WLBC
STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTION. ADDITIONAL INFORMATION REGARDING THE
INTERESTS OF POTENTIAL PARTICIPANTS WILL BE INCLUDED IN THE PROXY STATEMENT/PROSPECTUS AND OTHER
MATERIALS TO BE FILED BY WLBC WITH THE SEC.
WLBCS PROPOSED ACQUISITION OF SERVICE1ST IS SUBJECT TO APPROVALS FROM THE FEDERAL RESERVE BOARD,
THE FDIC, THE NEVADA DIVISION OF FINANCIAL INSTITUTIONS AND OTHER APPLICABLE STATE BANKING
AUTHORITIES. AS A CORPORATION NOT CURRENTLY SUBJECT TO BANK SUPERVISORY REGULATION, WLBCS
APPLICATIONS TO BECOME A BANK HOLDING COMPANY FOR A NEVADA-BASED COMMUNITY BANK ARE SUBJECT TO
DIFFERENT STATUTORY APPROVAL PROCESSES MAINTAINED BY SEVERAL FEDERAL AND STATE BANK REGULATORY
AGENCIES WITH SUPERVISORY OVERSIGHT AND JURISDICTION OF THE CONTEMPLATED TRANSACTIONS AND THE BANKS
THAT ARE PARTIES TO THE CONTEMPLATED TRANSACTIONS. APPROVAL TERMS GRANTED BY THESE FEDERAL AND
STATE BANK REGULATORY AGENCIES MAY INCLUDE TERMS AND CONDITIONS MORE ONEROUS THAN WLBC MANAGEMENT
CONTEMPLATES, AND APPROVAL MAY NOT BE GRANTED IN THE TIMEFRAMES DESIRED BY THE PARTIES TO THE
CONTEMPLATED TRANSACTIONS. BANK REGULATORY APPROVAL, IF GRANTED, MAY CONTAIN TERMS THAT RELATE TO
DETERIORATING REAL ESTATE LENDING AND INDUSTRY ABUSES BOTH NATIONALLY AND IN NEVADA; BANK
REGULATORY SUPERVISORY REACTIONS TO THE CURRENT ECONOMIC DIFFICULTIES MAY NOT BE SPECIFIC TO WLBC
ITSELF.
This report and the exhibits hereto are not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the proposed transaction with
Service1st and shall not constitute an offer to sell or a solicitation of an offer to buy the
securities of WLBC, Service1st or any of their affiliates, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of such state or
jurisdiction.
This report and the exhibits hereto include forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended (the Exchange Act). Forward-looking statements include, but are not
limited to, statements regarding WLBCs expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. The words anticipates, believe, continue, could, estimate,
expect, intend, may, might, plan, possible,
potential, predict, project, should, would and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. The forward-looking statements contained in this report are based on WLBCs
current expectations and beliefs concerning future developments and their potential effects on WLBC
and speak only as of the date of such statement. There can be no assurance that future developments
affecting WLBC will be those that WLBC has anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond
our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, (i) the risk that, following the consummation of the
transaction between WLBC and Service1st (the Merger), the businesses of WLBC and Service1st will
not be integrated successfully or such integration may be more difficult, time-consuming or costly
than expected; (ii) expected revenue synergies and cost savings from the Merger may not be fully
realized or realized within the expected time frame; (iii) revenues following the Merger may be
lower than expected; (iv) deposit attrition, operating costs, customer loss and business disruption
following the Merger, including, without limitation, difficulties in maintaining relationships with
employees, may be greater than expected; (v) the ability to obtain governmental and regulatory
approvals of the Merger on its proposed terms; (vi) the failure of WLBCs or Service1sts
stockholders to approve the Merger; (vii) local, regional, national and international economic
conditions and the impact they may have on Service1st upon consummation of the Merger and its
customers and WLBCs assessment of that impact; (viii) changes in interest rates, spreads on
earning assets and interest-bearing liabilities, and interest rate sensitivity; (ix) prepayment
speeds, loan originations and credit losses; (x) sources of liquidity; (xi) WLBCs common shares
outstanding and common stock price volatility; (xii) fair value of and number of stock-based
compensation awards to be issued in future periods; (xiii) legislation affecting the financial
services industry as a whole, and/or the parties to the Merger individually or collectively;
(xiv) regulatory supervision and oversight, including required capital levels; (xv) increasing
price and product/service competition by competitors, including new entrants; (xvi) rapid
technological developments and changes; (xvii) following the consummation of the Merger,
Service1sts ability to continue to introduce competitive new products and services on a timely,
cost-effective basis; (xviii) following the consummation of the Merger, Service1sts ability to
contain costs and expenses; (xix) governmental and public policy changes; (xx) protection and
validity of intellectual property rights; (xxi) reliance on large customers; (xxii) technological,
implementation and cost/financial risks in large, multi-year contracts; (xxiii) the outcome of
pending and future litigation and governmental proceedings; (xxiv) continued availability of
financing; (xxv) financial resources in the amounts, at the times and on the terms required to
support Service1sts future businesses; and (xxvi) material differences in the actual financial
results of acquisitions and acquisition activities compared with WLBCs expectations, including the
full realization of anticipated cost savings and revenue enhancements. Additional factors that
could cause WLBCs results to differ materially from those described in the forward-looking
statements can be found under the heading Risk Factors filed in WLBCs Proxy
Statement/Prospectus, filed with the SEC on September 18, 2009, and in WLBCs Annual Report on Form
10-K for the year ended December 31, 2008. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. WLBC undertakes no obligation to
publicly revise these forward-looking statements whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws. For further
discussion of certain factors that may cause such forward-looking statements to differ materially
from actual results, refer to WLBCs Proxy Statement/Prospectus, filed with the SEC on September
18, 2009, WLBCs Form 10-K for fiscal year 2008 and WLBCs other public documents which are
available on the SECs internet site (http://www.sec.gov).
All subsequent written and oral forward-looking statements attributable to any of matters or
entities discussed in this report or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as of the date made.
ITEM 1.01. Entry Into a Material Definitive Agreement
Service1st Merger Agreement
On November 6, 2009, Western Liberty Bancorp, a Delaware corporation (WLBC), entered into a
Merger Agreement (the Merger Agreement) with WL-S1 Interim Bank, a Nevada corporation (Merger
Sub), Service1st Bank of Nevada, a Nevada-chartered non-member bank (Service1st) and Curtis W.
Anderson, as representative of the former stockholders of Service1st, which provides for the merger
(the Merger) of Merger Sub with and into Service1st, with Service1st being the surviving entity
and becoming WLBCs wholly-owned subsidiary.
In connection with the Merger, WLBC intends to continue the process to become a bank holding company, which
will enable it to participate in financial lines of business. Western Liberty Bancorps banking
operations will be conducted through Service1st, which will be the surviving entity pursuant to the
Merger Agreement and will retain the Service1st name. Founded in 2007, Service1st is a Nevada bank
with a Nevada bank charter, two banking
branches and approximately $147 million of gross loan assets and $186 million of deposits, of
which $127 million are transaction account deposits.
As a result of the Merger, all of the outstanding shares of Service1st common stock will be
cancelled and automatically converted into the right of the holders of Service1st common stock to
receive shares of WLBC common stock. The base merger consideration shall be the greater of (a) $35
million and (b) the agreed upon tangible book value of Service1st on the last day of the calendar
month immediately preceding the month in which the all regulatory approvals for the consummation of
the Merger have been received (the Valuation
Date), less the sum of (x) a portion of Service1sts transaction
expenses (y) $1 million and (z) the amount, if any, by which $29,166,667 exceeds the agreed upon
tangible book value of Service1st as of the Valuation Date (the Base Merger Consideration).
Furthermore, on or prior to the second anniversary of the consummation of the Merger (the Closing
Date), if the closing price of the common stock of WLBC exceeds $12.75 per share for 30
consecutive trading days, then an additional earn out provision of
20.0% of the agreed upon tangible book value of Service1st at the close of business on the
Valuation Date would be added to the purchase price; provided, however, that if the agreed upon
tangible book value of Service1st as of the Valuation Date is less than $35 million, then the earn
out provision shall be equal to 120% of the agreed upon tangible book value of the Company as of
the Valuation Date minus $35 million (if the result is positive) (the Contingent Merger
Consideration). The number of shares to be issued to the stockholders of Service1st as of the
Closing Date will be determined by dividing (a) the Base Merger Consideration by (b) the product of
(x) the number of outstanding shares of Service1st common stock as of the Closing Date and (y) the
average closing price of WLBCs common stock for the five trading days immediately prior to and after
the date on which all regulatory approvals for the Merger have been received (subject to certain
adjustments as set forth in the Merger Agreement) (the Exchange Ratio). The number of additional
shares to be issued to the former stockholders of Service1st as of the date any earn out
consideration is due will be determined by dividing (a) the Contingent Merger Consideration by (b)
the product of (x) the number of outstanding shares of Service1st common stock as of the Closing
Date and (y) the average of the closing price of WLBCs common stock for the first 30 consecutive
trading days on which the closing price of WLBCs common stock shall have been more than $12.75.
Additionally, all outstanding Service1st options and warrants shall be cancelled and substituted
with options and warrants of similar tenor to purchase additional shares of WLBC common stock in
amounts equal to the product of (a) the number of shares of Service1st common stock that would be
issuable upon exercise of such option or warrant immediately prior to the Closing Date and (b) the
Exchange Ratio. The per share exercise price for the warrants and options will be equal to the
quotient determined by dividing (x) the per share exercise price for such option or warrant
immediately prior to the Closing Date by (y) the Exchange Ratio. The shares of those Service1st
stockholders who do not exercise their dissenters rights under Nevada law will be cancelled and
extinguished and exchanged for each stockholders pro rata portion of the overall merger
consideration.
The Merger is subject to approvals from the Federal Reserve Board, the Federal Deposit Insurance
Corporation and the Nevada Division of Financial Institutions. As a corporation not currently
subject to bank supervisory regulation, WLBCs applications to become a bank holding company for a
Nevada-based community bank are subject to different statutory approval processes maintained by
several federal and state bank regulatory agencies
with supervisory oversight and jurisdiction of the contemplated transactions and the banks that are
parties to the contemplated transactions. Approval terms granted by these federal and state bank
regulatory agencies may include terms and conditions more onerous than WLBC management
contemplates, and approval may not be granted in the timeframes desired by the parties to the
contemplated transactions. Bank regulatory approval, if granted, may contain terms that relate to
deteriorating real estate lending both nationally and in Nevada. Bank regulatory supervisory
reactions to the current economic difficulties may not be specific to WLBC itself.
The Merger Agreement may be terminated at any time, but not later than the Closing Date, by either
WLBC or Service1st if the Closing Date shall not have occurred on or before September 30, 2010 for
any reason, provided that the failure to consummate the Merger by such date was not due to such
partys breach of any of its representations, warranties, covenants or other agreements under the
Merger Agreement.
WLBC has agreed, subject to the approval of its stockholders, to cause the size of its board of
directors to be increased to nine directors, and to cause the appointment of four individuals
designated by Service1st to serve as directors as of the Closing Date. In addition, WLBC has agreed
to make a capital contribution of $15 million to Service1st on the Closing Date. The Merger
Agreement also contains customary representations, warranties and covenants made by the respective
parties thereto.
The Merger is expected to be consummated upon the fulfillment of certain conditions,
including (a) obtaining all necessary approvals from governmental agencies and other third parties
that are required for the consummation of the transactions contemplated by the Merger Agreement,
(b) the preparation and filing by WLBC and Service1st of a registration statement (which shall
contain a proxy statement/prospectus) to register, under the Securities Act of 1933, as amended,
the common shares of WLBC that will constitute the consideration for the Merger, (c) the receipt of the
affirmative vote of Service1sts stockholders and WLBCs
stockholders to adopt the Merger Agreement and (d) other customary closing conditions. There
is no guarantee if and when all of the conditions precedent to
the consummation of the Merger will be satisfied.
Voting Agreement
As an inducement to WLBC and as a condition to WLBCs entering into the Merger Agreement, certain
stockholders of Service1st (the Stockholders) entered into a Voting Agreement with WLBC, dated
November 6, 2009 (the Voting Agreement), whereby the Stockholders agreed to vote all of the
shares of Service1st common stock currently beneficially owned by them or acquired by them after
such date in favor of approval of the approval of the Merger. The Stockholders also granted WLBC an
irrevocable proxy granting WLBC the right to vote such shares in favor of approval of the approval
of the Merger. The Voting Agreement contains restrictions limiting the ability of the Stockholders
to sell or otherwise transfer the shares of Service1st beneficially owned by them. As of November
6, 2009, the Stockholders owned an aggregate of approximately 12,364 shares of Service1st common
stock. The Voting Agreement terminates upon the earliest to occur of (i) the date of the
effectiveness of the Merger and (ii) the date of the termination of the Merger Agreement in
accordance with its terms.
Employment Agreement with William E. Martin
In connection with the Merger, on November 6, 2009, WLBC entered into an employment agreement with
William E. Martin (the Martin Employment Agreement), who will become the Chief Executive Officer
of WLBC and WLBCs Nevada banking operations upon the closing of the Merger. In addition, WLBC and its board of directors shall
take such action as is necessary to appoint or elect Mr. Martin to WLBCs board of directors upon
the consummation of the Merger. Mr. Martin is currently the Vice Chairman and Chief Executive
Officer of Service1st.
Pursuant to the terms of the Martin
Employment Agreement, Mr. Martins employment shall commence as
of the Closing Date, and continue for an initial term of three years with one or more additional
automatic one-year renewal periods thereafter. Mr. Martin will be entitled to a base salary
of not less than $325,000. In addition, subject to approval by WLBCs stockholders, Mr. Martin will receive a
one-time grant of restricted stock equal to $1 million divided by the closing price of
WLBCs common stock on the Closing Date. All restricted stock will vest 20% on each of the
first, second, third, fourth and fifth anniversaries of the Closing Date, subject to
Mr. Martins continuous employment through each vesting date. Such restricted stock shall
be subject to restrictions on transfer for a period of one year following each vesting date. Mr.
Martin is also eligible to receive additional equity and other long-term incentive awards under
any equity-based incentive compensation plans adopted by WLBC for which WLBCs senior executives
are generally eligible, and an annual discretionary incentive payment upon the attainment of one or
more pre-established performance goals established by the Compensation Committee of WLBCs board of
directors. Mr. Martin shall be entitled to employee benefits in accordance with WLBCs employee
benefits programs. In addition, Mr. Martin shall be entitled to
receive a one-time payment equal to his prior years salary in
the event there is a change in control at WLBCs Nevada banking
operations and Mr. Martin remains the Chief Executive Officer of
such through the closing of the change in control. The Martin Employment Agreement contains customary representations,
covenants and termination provisions.
Employment Agreement with John S. Gaynor
In connection with the Merger, on November 6, 2009, WLBC entered into an employment agreement with
John S. Gaynor (the Gaynor Employment Agreement), who will become the President and Chief
Operating Officer of WLBC and WLBCs Nevada banking operations upon the closing of the Merger. Mr. Gaynor is currently the
President and Chief Operating Officer of Service1st.
Pursuant to the terms of the Gaynor Employment Agreement, Mr. Gaynors employment shall commence as
of the Closing Date, and continue for an initial term of three years with one or more additional
automatic one-year renewal periods thereafter. Mr. Gaynor will be entitled to a base salary of not
less than $300,000. In addition, subject to approval by WLBCs stockholders, Mr. Gaynor will receive a one-time grant of restricted
stock equal to $1 million divided by the closing price of WLBCs common stock on the Closing Date.
All restricted stock will vest 20% on each of the first, second, third, fourth and fifth
anniversaries of the Closing Date, subject to Mr. Gaynors continuous employment through each
vesting date. Such restricted stock shall be subject to restrictions on transfer for a period of
one year following each vesting date. Mr. Gaynor is also eligible to receive additional equity
and other long-term incentive awards under any equity-based incentive compensation plans adopted by
WLBC for which WLBCs senior executives are generally eligible, and an annual discretionary
incentive payment upon the attainment of one or more pre-established performance goals established
by the Compensation Committee of WLBCs board of directors. Mr. Gaynor shall be entitled to
employee benefits in accordance with WLBCs employee benefits programs. In addition, Mr. Gaynor shall be entitled to receive a one-time payment equal to his prior years salary in the event there is a change in control at WLBCs Nevada banking operations and Mr. Gaynor remains the President and Chief Operating Officer of such through the closing of the change in control. The Gaynor
Employment Agreement contains customary representations, covenants and termination provisions.
Employment Agreement with Richard Deglman
In connection with the Merger, on
November 6, 2009, WLBC entered into an employment agreement with Richard Deglman
(the Deglman Employment Agreement and, together with the Martin Employment
Agreement and the Gaynor Employment Agreement, the Employment Agreements), who
will become the Chief Credit Officer of WLBCs Nevada banking
operations upon the closing of the Merger. Mr. Deglman is
currently the Chief Credit Officer of Service1st.
Pursuant to the terms of the Deglman Employment Agreement, Mr. Deglmans employment shall commence
as of the Closing Date, and continue for an initial term of three years with one or more additional
automatic one-year renewal periods thereafter. Mr. Deglman will be entitled to a base
salary of not less than $250,000. Mr. Deglman is eligible to receive additional equity and other
long-term incentive awards under any equity-based incentive compensation plans adopted by WLBC for
which WLBCs senior executives are generally eligible, and an annual discretionary incentive
payment upon the attainment of one or more pre-established performance goals established by the
Compensation Committee of WLBCs board of directors. Mr. Deglman shall be entitled to employee
benefits in accordance with WLBCs employee benefits programs. In addition, Mr. Deglman shall be entitled to receive a one-time payment equal to his prior years salary in the event there is a change in control at WLBCs Nevada banking operations and Mr. Deglman remains the Chief Credit Officer of such through the closing of the change in control. The Deglman Employment
Agreement contains customary representations, covenants and termination provisions.
The foregoing summaries of the Merger Agreement, the Voting Agreement, the Employment Agreements
and the transactions contemplated thereby do not purport to be complete and are subject to, and are
qualified in their entirety by, the Merger Agreement, which is Exhibit 2.1 hereto, the Voting
Agreement, which is Exhibit 10.1 hereto, the Martin Employment Agreement, which is Exhibit 10.2
hereto, the Gaynor Employment Agreement, which is Exhibit 10.3 hereto, and the Deglman Employment
Agreement, which is Exhibit 10.4 hereto. The Merger
Agreement, the Voting Agreement and the Employment Agreements are each incorporated by reference
into this Current Report on Form 8-K.
The Merger Agreement, Voting Agreement and the Employment Agreements have been filed to provide
investors and security holders with information regarding their
terms. They are not intended to
provide any other factual information about WLBC, Service1st or any of their affiliates. The Merger
Agreement, the Voting Agreement and the Employment Agreements contain representations and
warranties that the parties thereto made to and solely for the benefit of each other, and such
representations and warranties may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to investors. The assertions embodied in the
representations and warranties in the Merger Agreement are qualified by information in confidential
disclosure schedules that the parties thereto delivered in connection with the execution of the
Merger Agreement. Accordingly, investors and security holders should not rely on the
representations and warranties as characterizations of the actual state of facts. Moreover,
information concerning the subject matter of the representations and warranties may change after
the date of the Merger Agreement, the Voting Agreement and the Employment Agreements.
ITEM 5.02. Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
In connection with the Merger, on November 6, 2009 the board of directors of WLBC approved the
appointment of Gerald F. Hartley, CPA, to WLBCs board of directors upon consummation of the
Merger. Mr. Hartley will also serve as Chairman of the Audit Committee of WLBCs board of
directors.
Mr. Hartley has over 40 years experience in financial, accounting, and auditing responsibilities.
Mr. Hartley is a director of Midwest Banc Holdings, Inc, and has served as the chairman of its
audit committee since June 2003. Mr. Hartley qualifies as a financial expert as defined by the
Sarbanes-Oxley Act of 2002. Mr. Hartley previously served as a director of Republic Bank of Chicago
and Republic Bancorp Co. from August 2000 through May 2003. Mr. Hartley spent 35 years in the
public accounting profession, primarily with Crowe Horwath LLP, dealing with community-based banks
and bank holding companies. Mr. Hartley served as a member of the AICPA Committee on Bank
Accounting and Auditing and as a director of the Illinois CPA Society.
Item 9.01. Financial Statements and Exhibits
2.1 | Agreement and Plan of Merger, dated as of November 6, 2009, by and among Western Liberty
Bancorp., WL-S1 Interim Bank, Service1st Bank of Nevada and Curtis W. Anderson, as Former
Stockholders Representative* |
|||
10.1 | Voting Agreement, dated as of November 6, 2009, by and among Western Liberty Bancorp and the
Stockholders Party Thereto |
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10.2 | Employment Agreement, dated as of November 6, 2009, by and between Western Liberty Bancorp and
William E Martin |
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10.3 | Employment Agreement, dated as of November 6, 2009, by and between Western Liberty Bancorp and
John S. Gaynor |
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10.4 | Employment Agreement, dated as of November 6, 2009, by and between Western Liberty Bancorp and
Richard Deglman |
* | Certain schedules have been omitted and WLBC agrees to furnish to the SEC a copy of any omitted schedules upon request. |
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.
WESTERN LIBERTY BANCORP |
||||
Date: November 9, 2009 | By: | /s/ Jason N. Ader | ||
Name: | Jason N. Ader | |||
Title: | Chief Executive Officer |
EXHIBIT INDEX
Exhibit | ||||
No. | Description | |||
2.1 | Agreement and Plan of Merger, dated as of November 6, 2009, by and among Western Liberty
Bancorp., WL-S1 Interim Bank, Service1st Bank of Nevada and Curtis W. Anderson, as Former
Stockholders Representative* |
|||
10.1 | Voting Agreement, dated as of November 6, 2009, by and among Western Liberty Bancorp and the
Stockholders Party Thereto |
|||
10.2 | Employment Agreement, dated as of November 6, 2009, by and between Western Liberty Bancorp
and William E Martin |
|||
10.3 | Employment Agreement, dated as of November 6, 2009, by and between Western Liberty Bancorp
and John S. Gaynor |
|||
10.4 | Employment Agreement, dated as of November 6, 2009, by and between Western Liberty Bancorp
and Richard Deglman |
* | Certain schedules have been omitted and WLBC agrees to furnish to the SEC a copy of any omitted schedules upon request. |