Attached files
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| EX-99.1 - PR_KEARNY_MD051815 - Kearny Financial Corp. | pr_kearny-md051815.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): May 18, 2015
KEARNY FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-37399
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30-0870244
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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120 Passaic Avenue, Fairfield, New Jersey
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07004
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (973) 244-4500
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On May 18, 2015, Kearny Financial Corp., a Maryland corporation (“New Kearny”), announced that it had completed its second-step conversion and related public offering. The shares of common stock sold in the offering and issued in the exchange are expected to begin trading on the Nasdaq Global Select Market on May 19, 2015 under the trading symbol “KRNY.”
Concurrent with the completion of the offering, shares of common stock of Kearny Financial Corp., a federal corporation (“Kearny-Federal”) owned by the public stockholders have been converted into the right to receive 1.3804 shares of New Kearny’s common stock for each share of Kearny-Federal’s common stock they owned immediately prior to completion of the transaction. Cash in lieu of fractional shares will be paid based on the offering price of $10.00 per share.
As a result of the offering and the exchange of shares, New Kearny has 93,529,444 shares outstanding, subject to adjustment for fractional shares.
A press release announcing the closing of the reorganization and stock offering is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release dated May 18, 2015
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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.
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KEARNY FINANCIAL CORP.
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DATE: May 19, 2015
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By:
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/s/ Craig L. Montanaro
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Craig L. Montanaro
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President and Chief Executive Officer
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