Item 8.01 Other Events
On October 27, 2020, Flushing Financial Corporation ("Flushing") and Empire
Bancorp, Inc. ("Empire") issued a joint press release announcing that the
shareholders of Empire approved the previously announced merger of Empire with
and into Flushing (the "merger"). The completion of the merger remains subject
to the satisfaction of customary closing conditions and is currently scheduled
to occur on or about October 31, 2020.
A copy of the 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
(d) Exhibits. The following exhibits are filed with this Current Report on Form
8-K:
Exhibit
No. Description
99.1 Press Release of Flushing Financial Corporation, dated October 27,
2020
104 Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document).
About Flushing Financial Corporation
Flushing Financial Corporation (Nasdaq: FFIC) is the holding company for
Flushing Bank®, a New York State-chartered commercial bank insured by the
Federal Deposit Insurance Corporation. Flushing Bank serves consumers,
businesses, professionals, corporate clients, and public entities by offering a
full complement of deposit, loan, equipment finance, and cash management
services through its banking offices located in Queens, Brooklyn, Manhattan, and
on Long Island. As a leader in real estate lending, Flushing Bank's experienced
lending teams create mortgage solutions for real estate owners and property
managers both within and outside the New York City metropolitan area. Flushing
Bank is an Equal Housing Lender. Flushing Bank also operates an online banking
division consisting of iGObanking.com®, which offers competitively priced
deposit products to consumers nationwide, and BankPurely®, an eco-friendly,
healthier lifestyle community brand.
Additional information on Flushing Bank and Flushing Financial Corporation may
be obtained by visiting the website http://www.flushingbank.com.
About Empire Bancorp
Empire Bancorp is a bank holding company for Empire National Bank, a Long
Island-based independent bank that specializes in serving the financial services
needs of privately-owned small and medium-sized businesses, professionals,
nonprofit organizations, real estate investors and consumers through a wide
variety of tailored loan and deposit products and business banking services.
Empire National Bank has four full-service banking offices located in Islandia,
Shirley, Port Jefferson Station, and Mineola.
Cautionary Notes on Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of
the federal securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements may include: management plans relating
to the proposed transaction; the expected timing of the completion of the
proposed transaction; the ability to complete the proposed transaction; any
statements of the plans and objectives of management for future operations,
products or services, including the execution of integration plans relating to
the proposed transaction; any statements of expectation or belief; projections
related to certain financial metrics; and any statements of assumptions
underlying any of the foregoing. Forward-looking statements are typically
identified by words such as "believe," "expect," "anticipate," "intend," "seek,"
"plan," "may," "will," "should," "could," "would,"
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"target," "outlook," "estimate," "forecast," "project" and other similar words
and expressions or negatives of these words. Forward-looking statements are
subject to numerous assumptions, risks and uncertainties, which change over time
and are beyond our control. Forward-looking statements speak only as of the date
they are made. Neither Flushing nor Empire assumes any duty and does not
undertake to update any forward-looking statements. Because forward-looking
statements are by their nature, to different degrees, uncertain and subject to
assumptions, actual results or future events could differ, possibly materially,
from those that Flushing or Empire anticipated in its forward-looking
statements, and future results could differ materially from historical
performance.
Factors that could cause or contribute to such differences include, but are not
limited to, those included under Item 1A "Risk Factors" in Flushing's Annual
Report on Form 10-K as of December 31, 2019 and those disclosed in Flushing's
other periodic reports filed with the Securities and Exchange Commission (the
"SEC"), as well as the possibility that the expected benefits of the proposed
transaction may not materialize in the timeframe expected or at all, or may be
more costly to achieve; that the proposed transaction may not be timely
completed, if at all; that prior to the completion of the proposed transaction
or thereafter, Flushing's and Empire's respective businesses may not perform as
expected due to transaction-related uncertainty or other factors; that the
parties are unable to successfully implement integration strategies related to
the proposed transaction; that required regulatory, shareholder or other
approvals are not obtained or other customary closing conditions are not
satisfied in a timely manner or at all; reputational risks and the reaction of
the companies' shareholders, customers, employees and other constituents to the
proposed transaction; and diversion of management time on merger-related
matters. These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the proxy statement/ prospectus
included in the registration statement on Form S-4 filed with the SEC in
connection with the proposed transaction, as amended and supplemented from time
to time. While the list of factors presented here and the list of factors
presented in the registration statement on Form S-4 are considered
representative, no such list should be considered to be a complete statement of
all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward looking statements. For any
forward-looking statements made in this report or in any documents, Flushing and
Empire claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
Annualized, pro forma, projected and estimated numbers are used for illustrative
purposes only, are not forecasts and may not reflect actual results.
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