Standard AVB Financial Corp. filed SEC Form 8-K: Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans, Financial Statements and Exhibits
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Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
Immediately following the proposed merger (the “Merger”) of Standard AVB Financial Corp. (“Standard”) with Dollar Mutual Bancorp (“Dollar”), all Standard common stock in the Standard Bank 401(k) Plan (the “Standard 401(k) Plan”) will be converted into the right to receive $33.00 per share. While the trustee of the Standard 401(k) Plan is taking the steps necessary to process and implement this conversion of shares, the participants in the Standard 401(k) Plan will be unable to diversify investments in or out of the Standard stock fund, which constitutes a “blackout period” for the Standard 401(k) Plan (the “Standard 401(k) Plan blackout period”). The Standard 401(k) Plan blackout period is expected to begin at 12:01 a.m., EDT, on May 14, 2021, and on May 28, 2021. The Merger and related transactions remain subject to customary closing conditions set forth in the merger agreement.
Pursuant to the Securities and Exchange Commission’s Regulation BTR, a corresponding blackout period will be imposed on all of Standard’s directors and executive officers with respect to equity securities acquired in connection with their service to Standard. On May 6, 2021, Standard sent a notice to its directors and executive officers informing them of the Standard 401(k) Plan blackout period, during which time they will be prohibited from engaging in transactions in Standard equity securities acquired in connection with their service to Standard and its affiliates (the “Notice”). Due to the timing of the receipt of the final regulatory approval required for the completion of the Merger, Standard has reasonably determined that it is unable to provide 15 days’ of advance notice of the blackout period to its directors and officers, and is providing the Notice as soon as reasonably practicable.
Standard provided the Notice to its directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the Notice, which includes the information specified in Rule 104(b) of Regulation BTR, is attached as Exhibit 99.1 and incorporated herein by reference.
During the Standard 401(k) Plan blackout period, participants in the Standard 401(k) Plan, Standard shareholders or other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period from, and may direct other inquiries about the blackout period to Susan Parente, at Standard AVB Financial Corp. Inc., 2640 Monroeville Boulevard, Monroeville, Pennsylvania, 15146 or at 412-856-0363. During the two year period following the ending date of the Standard 401(k) Plan blackout period, Standard shareholders or other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period from, and may direct other inquiries about the blackout period to, Susan Parente, 2640 Monroeville Boulevard, Monroeville, Pennsylvania, 15146 or at 412-856- 0363.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Notice to Directors and Executive Officers of Standard AVB Financial Corp. Regarding Blackout Period and Regulation BTR Trading Restrictions, dated May 6, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| STANDARD AVB
FINANCIAL CORP. (Registrant) | ||
| Date: May 6, 2021 | By: | /s/ Andrew W. Hasley |
| Andrew W. Hasley | ||
| President and Chief Executive Officer | ||