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):
July 15,
2010
SMITHTOWN
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
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New
York
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000-13314
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11-2695037
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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100
Motor Parkway, Suite 160, Hauppauge, New York
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11788
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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: 631-360-9300
(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:
[X]
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
8.01 Other Events.
On July
15, 2010, Smithtown Bancorp, Inc. (“Smithtown”) announced its entry into a
definitive agreement to merge with and into People’s United Financial,
Inc. Smithtown issued a press release in connection with the
announcement, which is being filed as Exhibit 99.1 to this Current Report
on Form 8-K.
Item
9.01. Financial Statements and Exhibits
99.1 Press
Release, dated July 15, 2010.
Where Investors Can Find
More Information
In
connection with the proposed merger, People’s United Financial, Inc.
(“People’s”) will file with the SEC a Registration Statement on Form S-4 that
will include a Proxy Statement of Smithtown and a Prospectus of People’s, as
well as other relevant documents concerning the proposed
transaction. Investors are urged to read the
Registration Statement and the Proxy Statement/Prospectus regarding the merger
when it becomes available and any other relevant documents filed with the SEC,
as well as any amendments or supplements to those documents, because they will
contain important information. Investors will be able to
obtain a free copy of the Proxy Statement/Prospectus, as well as other filings
containing information about People’s and Smithtown at the SEC’s Internet site
(http://www.sec.gov). Investors will also be able to obtain these
documents, free of charge, from People’s by accessing People’s United website at
www.peoples.com under the tab “Investor Relations” and then under the heading
“Financial Information” or from Smithtown by accessing Smithtown’s website at
www.bankofsmithtownonline.com under the tab “Investor Relations” and then under
the heading “SEC Filings.”
People’s
and Smithtown and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of Smithtown in connection with the proposed merger. Information
about the directors and executive officers of People’s is set forth in the proxy
statement for People’s’ 2010 annual meeting of shareholders, as filed with the
SEC on a Schedule 14A on March 23, 2010. Information about the
directors and executive officers of Smithtown is set forth in the proxy
statement for Smithtown’s 2010 annual meeting of shareholders, as filed with the
SEC on a Schedule 14A on March 12, 2010. Additional information
regarding the interests of those participants and other persons who may be
deemed participants in the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes available.
Investors may obtain free copies of this document as described in the preceding
paragraph.
Forward-Looking
Statements
Certain
statements contained in this release that are not statements of historical fact
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such
statements are not specifically identified as such. In addition,
certain statements may be contained in Smithtown’s future filings with the
Securities and Exchange Commission, in press releases, and in oral and written
statements made by Smithtown or with Smithtown’s approval that are not
statements of historical fact and constitute forward-looking statements within
the meaning of the Act. Examples of forward-looking statements
include, but are not limited to: (i) projections of revenues, expenses,
income or loss, earnings or loss per share, the payment or nonpayment of
dividends, capital structure and other financial items; (ii) statements of
Smithtown’s plans, objectives and expectations or those of Smithtown’s
management or Board of Directors, including those relating to products or
services; (iii) statements of future economic performance; and (iv) statements
of assumptions underlying such statements. Words such as “believes,”
“anticipates,” “expects,” “intends,” “targeted,” “continue,” “remain,” “will,”
“should,” “may” and other similar expressions are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements.
Forward-looking
statements involve risks and uncertainties that may cause actual results to
differ materially from those in such statements. Factors that could
cause actual results to differ from those discussed in the forward-looking
statements include, but are not limited to: local, regional, national
and international economic conditions and the impact they may have on Smithtown
and Smithtown’s customers and Smithtown’s assessment of that impact, changes in
the level of non-performing assets and charge-offs; changes in estimates of
future reserve requirements based upon the periodic review thereof under
relevant regulatory and accounting requirements; the effects of and changes in
trade and monetary and fiscal policies and laws, including the interest rate
policies of the Federal Reserve Board; inflation, interest rate, securities
market and monetary fluctuations; political instability; acts of war or
terrorism; the timely development and acceptance of new products and services
and perceived overall value of these products and services by users; changes in
consumer spending, borrowings and savings habits; changes in the financial
performance and/or condition of Smithtown’s borrowers; technological changes;
acquisitions and integration of acquired businesses; the ability to increase
market share and control expenses; changes in the competitive environment among
financial holding companies and other financial service providers; the quality
and composition of Smithtown’s loan or investment portfolio; the effect of
changes in laws and regulations (including laws and regulations concerning
taxes, banking, securities and insurance) with which Smithtown and Smithtown’s
subsidiaries must comply; the effect of changes in accounting policies and
practices, as may be adopted by the regulatory agencies, as well as the Public
Company Accounting Oversight Board, the Financial Accounting Standards Board and
other accounting standard setters; changes in Smithtown’s organization,
compensation and benefit plans; the costs and effects of legal and regulatory
developments, including the resolution of legal proceedings or regulatory or
other governmental inquiries and the results of regulatory examinations or
reviews; greater than expected costs or difficulties related to the opening of
new branch offices or the integration of new products and lines of business, or
both; and/or Smithtown’s success at managing the risk involved in the foregoing
items.
Forward-looking
statements speak only as of the date on which such statements are
made. Smithtown undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made, or to reflect the occurrence of unanticipated
events.
SIGNATURE
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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Smithtown
Bancorp, Inc.
(Registrant)
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Date:
July 15, 2010
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By:
Bradley E.
Rock
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Name:
Bradley E. Rock
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Title:
Chairman & Chief Executive
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Officer
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