SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 21, 2014
POLONIA BANCORP, INC.
(Exact name of registrant as specified in
(State or other jurisdiction of
Incorporation or organization)
Pike, 3rd Floor Huntingdon Valley, Pennsylvania 19006
of principal executive offices) (Zip Code)
(Registrant’s telephone number, including
(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 1.01||Entry into a Material Definitive Agreement.
Effective October 21, 2014, Polonia Bank
(the “Bank”), the wholly-owned subsidiary of Polonia Bancorp, Inc. (the “Company”), and the Office of the
Comptroller of the Currency (the “OCC”) entered into a formal written agreement (the “Agreement”). The
Agreement relates to the findings of the OCC following its regularly scheduled examination of the Bank that began in the second
quarter of 2014. The Agreement does not affect the Bank’s current status as “well capitalized” under applicable
regulatory capital guidelines.
The Agreement provides, among other things,
that within specified time frames, the Bank will:
|•||establish a Compliance Committee of its Board of Directors
to monitor and coordinate the Bank’s adherence to the Agreement and to prepare periodic reports describing the Bank’s
progress in complying with the Agreement;
|•||ensure that it has competent management in place,
undertake periodic reviews of the Bank’s management, implement a program to enhance and improve the skills the Bank’s
management team, where necessary, act to fill any vacancies among the Bank’s senior executive officers within prescribed
timeframes and in accordance with regulations of the OCC;
|•||revise its written strategic plan and submit such
revised plan to the OCC for review, with such strategic plan establishing objectives for the Bank’s overall risk profile,
earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital and liquidity adequacy,
product line development, outsourcing and market segments, together with strategies to achieve the Bank’s objectives;
|•||implement a revised asset liability management program
to address the Bank’s interest rate risk tolerance;
|•||implement a mortgage banking operations risk management
|•||confirm the terms of the Bank’s current outstanding
obligation to fund third party obligations and implement a program for oversight of the Bank’s mortgage origination funding
|•||implement a revised internal audit program;
|•||implement a program relating to the compensation payable
to the Bank’s executive officers, employees and directors to ensure that such compensation is reasonable and not excessive;
|•||implement a revised third party risk management program
that is consistent with OCC guidance.
The Agreement and each of its provisions
will remain in effect unless and until the provisions are amended, suspended, waived, or terminated in writing by the OCC.
The description of the Agreement set forth
in this Item 1.01 is qualified in its entirety by the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
As a result of the foregoing, the Bank is
deemed to be in “troubled condition” and is not considered an “eligible institution” under applicable regulations.
As a result, the Bank remains ineligible for expedited processing of any applications that it might file and must obtain the approval
of the OCC prior to effecting any change in its directors or senior executive officers. In addition, the Bank is restricted from
paying any capital distributions without prior approval of the OCC.
|Item 9.01||Financial Statements and Exhibits.
|Exhibit 10.1||Agreement by and between Polonia Bank and the Comptroller
of the Currency, dated October 21, 2014
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.
||POLONIA BANCORP, INC.|
|Date: October 27, 2014
||/s/ Paul D. Rutkowski |
||Paul D. Rutkowski|
||Chief Financial Officer and