Current Report Filing (8-k)
28 Mayo 2014 - 11:26AM
Edgar (US Regulatory)
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 27, 2014
JEFFERSON BANCSHARES, INC.
(Exact name of registrant as specified in
its charter)
Tennessee |
0-50347 |
45-0508261 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
120 Evans Avenue, Morristown, Tennessee
37814
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including area code:
(423) 586-8421
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 5.07 | | Submission
of Matters to a Vote of Security Holders |
A special meeting of the shareholders of Jefferson Bancshares,
Inc. (the “Company”), the holding company for Jefferson Federal Bank, was held on May 27, 2014. The matters considered
and voted on by the shareholders at the special meeting, and the vote of the shareholders, were as follows:
1. |
|
The
proposal to approve the Agreement and Plan of Merger, dated as of January 22, 2014, by and between the Company and HomeTrust Bancshares,
Inc. was approved by the shareholders by the following vote: |
FOR |
AGAINST |
ABSTAIN |
BROKER
NON-VOTES |
4,693,526 |
413,685 |
3,825 |
36,034 |
2. |
|
The
proposal to approve, on a non-binding advisory basis, the compensation that may become payable to certain executive officers of
the Company in connection with the merger of the Company and HomeTrust Bancshares, Inc. was approved by the shareholders by the
following vote: |
FOR |
AGAINST |
ABSTAIN |
BROKER
NON-VOTES |
4,391,601 |
680,059 |
39,376 |
36,034 |
On May 27, 2014, the Company
and HomeTrust Bancshares issued a joint press release announcing that the Company’s shareholders had approved the merger
of the Company with and into HomeTrust Bancshares and that HomeTrust Bancshares had received all regulatory approvals required
for the Company and HomeTrust Bancshares to complete the merger. A copy of the joint press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | | Financial
Statements and Exhibits |
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.
|
JEFFERSON BANCSHARES, INC. |
|
|
Dated: May 27, 2014 |
By: |
/s/ Anderson L. Smith |
|
|
Anderson L. Smith |
|
|
President and Chief Executive Officer |
Jefferson Bancshares, Inc. 8-K
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact for HomeTrust Bancshares, Inc.: |
|
Dana L. Stonestreet |
|
|
|
President and Chief Executive Officer |
|
|
|
(828) 259-3939 |
|
|
|
|
|
Contact for Jefferson Bancshares, Inc.: |
|
Anderson L. Smith |
|
|
|
President and Chief Executive Officer |
|
|
|
(423) 586-8421 |
|
|
|
|
|
HOMETRUST BANCSHARES, INC. AND JEFFERSON
BANCSHARES, INC.
ANNOUNCE SHAREHOLDER AND REGULATORY
APPROVAL OF MERGER WITH HOMETRUST
BANCSHARES, INC.
Asheville, North
Carolina and Morristown, Tennessee, May 27, 2014 — HomeTrust Bancshares, Inc. (Nasdaq: HTBI) and Jefferson Bancshares,
Inc. (Nasdaq: JFBI) announced jointly today that Jefferson Bancshares’ shareholders have overwhelmingly approved the
previously announced merger of the Company with and into HomeTrust Bancshares, Inc. In addition, HomeTrust Bancshares has
received all regulatory approvals required for the completion of the merger. The merger is expected to become effective as of
May 31, 2014, subject to the satisfaction of customary closing conditions. Based on a May 31, 2014 effective date, each
shareholder of the Company will receive merger consideration consisting of $4.00 in cash and .2661 shares of HomeTrust
Bancshares common stock for each share of Company common stock owned as of the effective date.
About HomeTrust Bancshares, Inc.
HomeTrust Bancshares
is the holding company for HomeTrust Bank, including its banking divisions – HomeTrust Bank, Tryon Federal Bank, Shelby Savings
Bank, Home Savings Bank, Industrial Federal Bank, Cherryville Federal Bank and Rutherford County Bank. With $1.6 billion in assets
as of March 31, 2014, the community-oriented financial institution offers traditional financial services within its local communities
through its 22 full service offices in Western North Carolina, including the Asheville metropolitan area, the “Piedmont”
region of North Carolina, and Greenville, South Carolina.
About Jefferson Bancshares, Inc.
Jefferson Bancshares,
Inc. is the holding company for Jefferson Federal Bank, a Tennessee-chartered savings bank headquartered in Morristown, Tennessee.
Jefferson Federal Bank is a community oriented financial institution offering traditional financial services with offices in Hamblen,
Knox, Washington and Sullivan Counties, Tennessee. Jefferson Bancshares’ stock is listed on the NASDAQ Global Market under
the symbol “JFBI.” More information about Jefferson Bancshares and Jefferson Federal Bank can be found at its website:
www.jeffersonfederal.com.
Forward-Looking
Statements
This news release contains
certain forward-looking statements about the proposed merger of Jefferson Bancshares and HomeTrust Bancshares. These statements
include statements regarding the anticipated effective date of the transaction. Forward-looking statements can be identified by
the fact that they do not relate strictly to historical or current facts. They often include words like “believe,”
“expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs
such as “will,” “would,” “should,” “could” or “may.” Certain factors
that could cause actual results to differ materially from expected results include delays in completing the merger and other risks
and uncertainties disclosed from time to time in documents that Jefferson Bancshares and HomeTrust Bancshares file with the Securities
and Exchange Commission. For any forward-looking statements made in this press release or in any documents, Jefferson Bancshares
and HomeTrust Bancshares claim the protection of the safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
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