Attached files
| file | filename |
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| EX-99.1 - STATE BANCORP INC | form8k_nov2009bexh99-1.htm |
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) November 17, 2009
State Bancorp,
Inc.
(Exact name of registrant as
specified in its charter)
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New York
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001-14783
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11-2846511
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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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Two Jericho Plaza
Jericho, NY 11753
(Address of Principal Executive
Offices)
Registrant’s telephone number,
including area code (516) 465-2200
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
8.01 OTHER
EVENTS
Results
of Special Stockholders’ Meeting
On November 17, 2009, State Bancorp,
Inc. (the “Company”) held a special meeting of stockholders (the
“Meeting”). Three proposals were presented and voted on and the
preliminary results were reported at the Meeting. The polls closed
with respect to Proposals 1 and 2 but remain open for Proposal 3. The
Meeting was adjourned and will reconvene at 10:00 am local time on Tuesday,
December 1, 2009 at the offices of the Company located at Two Jericho Plaza,
Jericho, New York in order to give the stockholders of the Company sufficient
opportunity to cast votes on Proposal 3. Set forth below are the
results reported at the Meeting for Proposals 1, 2 and 3.
Proposal
1 – Amendment to the Company’s Certificate of Incorporation to increase the
number of authorized shares of common stock from 20,000,000 to
50,000,000.
For: 10,735,052
Against: 2,211,185
Abstained: 44,744
Broker
non-votes: 0
The
Proposal was approved by the affirmative vote of a majority of the outstanding
shares of common stock entitled to vote at the Meeting. The proposal
therefore passed.
Proposal
2 – Amendment to the Company’s Certificate of Incorporation to
eliminate the classified board and provide for the annual election of the Board
of Directors.
For: 12,207,048
Against: 731,875
Abstained: 52,058
Broker
non-votes: 0
The
Proposal was approved by the affirmative vote of holders of at least 80% of the
outstanding shares of common stock entitled to vote at the
Meeting. The proposal therefore passed.
Proposal
3 – Amendment to the Company’s Certificate of Incorporation to reduce
the director and stockholder vote required to approve certain business
combinations.
Results as of
11-17-09
For: 11,566,322
Against: 1,328,350
Abstained: 96,308
Broker
non-votes: 0
The polls
remain open on this proposal until the adjourned meeting to be held on December
1, 2009.
The press
release announcing the foregoing is filed herewith as Exhibit
99.1.
ITEM
9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibit is filed as part of this report.
Exhibit 99.1 Press
release of the Company dated November 17, 2009.
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.
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Date:
November 18, 2009
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State Bancorp,
Inc.
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By:
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/s/ Brian K.
Finneran
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Brian
K. Finneran
Chief
Financial Officer
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EXHIBIT
INDEX
| Exhibit Number | Description |
| 99.1 |
Press
release of the Company dated November 17,
2009
|