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): February 26, 2009
FEDERAL TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Florida 000-23449 59-2935028
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(State or other jurisdiction Commission File Number (I.R.S. Employer
of incorporation) Identification No.)
312 West First Street
Sanford, Florida 32771
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(address of principal executive offices) (zip code)
(407) 323-1833
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(Registrant's telephone number, including areas code)
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 Instructions A.2. below):
[ ] 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))
FORWARD-LOOKING STATEMENTS
This current report may contain forward-looking statements, which can be
identified by the use of words such as "estimate," "project," "believe,"
"intend," "anticipate," "plan," "seek," "expect" and words of similar meaning.
These forward-looking statements are based on current beliefs and
expectations of our management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond our control. In addition, these forward-looking statements are
subject to assumptions with respect to strategic objectives, anticipated
financial results, future business prospects and decisions that are subject to
change.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements:
o general economic conditions, either nationally or in our market areas, that
are worse than expected;
o changes in laws or government regulations or policies affecting financial
institutions, including changes in regulatory fees and capital
requirements;
o competition among depository and other financial institutions;
o inflation and changes in the interest rate environment that reduce our
margins or reduce the fair value of financial instruments;
o adverse changes in the securities markets;
o materially adverse changes in the financial condition of Federal Trust
Corporation;
o the risk that the merger (the "Merger") with a subsidiary of The Hartford
Financial Services Group, Inc. ("The Hartford") will not be consummated in
a timely manner, if at all; and
o conditions to the closing of the Merger may not be satisfied or the
Agreement and Plan of Merger, dated as of November 14, 2008, by and between
The Hartford, FT Acquisition Corporation and Federal Trust Corporation may
be terminated prior to closing.
Because of these and other uncertainties, our actual future results may be
materially different from the results indicated by these forward-looking
statements.
1
ITEM 1.01. Entry Into a Material Definitive Agreement
On February 26, 2009, Federal Trust Corporation (the "Company") provided
written notice to The Hartford Financial Services Group, Inc. ("The Hartford")
of its election to extend by two months the date by which either the Company or
The Hartford could terminate the Agreement and Plan of Merger, dated as of
November 14, 2008, by and between The Hartford Financial Services Group, Inc.,
FT Acquisition Corporation and the Company (the "Agreement"). The Agreement
provides that either the Company or The Hartford could terminate the Agreement
if the merger between the Company and FT Acquisition Corporation shall not have
been consummated on or before February 27, 2009 (the "Initial End Date"),
provided that, under certain conditions, "either [The Hartford] or Company may
elect to extend the Initial End Date by written notice to the other Party prior
to or on the Initial End Date for an additional two (2) month period . . ."
ITEM 9.01. Financial Statements and Exhibits
Not applicable.
2
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.
Date: February 26, 2009
Federal Trust Corporation
(Registrant)
By: \s\ Dennis T. Ward
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Dennis T. Ward
President and
Chief Executive Officer