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, 2018
 
1ST CONSTITUTION BANCORP
(Exact Name of Registrant as Specified in Charter)
 
New Jersey
000-32891
22-3665653
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)

2650 Route 130 P.O. Box 634, Cranbury, New Jersey
08512
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code
(609) 655-4500


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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐     
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐  
 


Item 8.01          Other Events.
 
On February 26, 2018, 1st Constitution Bancorp (the “Company”) and New Jersey Community Bank (“NJCB”) issued a joint press release announcing that the stock exchange ratio has been fixed for the stock portion of the merger consideration to be paid by the Company in connection with the proposed merger of NJCB with and into the Company’s wholly-owned subsidiary, 1st Constitution Bank.
 
A copy of the press release is attached and is being furnished as Exhibit 99 to this Current Report on Form 8-K.
 

 
Item 9.01          Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Title
 
 
99


 
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.
 
  
1ST CONSTITUTION BANCORP
 
 
 
 
 
 
Date:          February 26, 2018
By:
/s/ Stephen J. Gilhooly
 
 
Name:        
 Stephen J. Gilhooly
 
 
Title:          
 Senior Vice President and 
Chief Financial Officer