Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Naugatuck Valley Financial Corp | v326571_ex99-1.htm |
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) October 23, 2012
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 333-167482 | 01-0969655 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 333 Church Street, Naugatuck, Connecticut | 06770 | |
| (Address of principal executive offices) | (Zip Code) |
(203) 720-5000
(Registrant’s telephone number, including area code)
Not Applicable
(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 23, 2012, the Board of Directors of Naugatuck Valley Financial Corporation (the “Company”) appointed William C. Calderara to the class of directors whose terms expire at the Company’s 2014 Annual Meeting of Shareholders. On the same date, the Board of Directors of the Company’s wholly-owned subsidiary, Naugatuck Valley Savings and Loan (the “Bank”), also appointed Mr. Calderara as a Director of the Bank. Mr. Calderara was not appointed pursuant to any arrangement or understanding between him and any other persons.
Mr. Calderara has been appointed to serve on the following committees of the Bank’s Board of Directors: OCC Compliance Committee, Asset/Liability Management Committee, Loan and Asset Quality Committee, Community Reinvestment Act Committee, and Enterprise Risk Management Committee.
There are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Calderara had or will have a direct or indirect material interest.
| Item 8.01 | Other Events. |
On October 24, 2012, the Company issued a press release announcing Mr. Calderara’s appointment as a Director. A copy of the press release is attached as an exhibit hereto.
| 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: | |
| 99.1 Press Release dated October 24, 2012 | ||
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.
| NAUGATUCK VALLEY FINANCIAL CORPORATION | |||
| Date: October 24, 2012 | By: | /s/ William C. Calderara | |
| William C. Calderara | |||
| President and Chief Executive Officer | |||