Attached files
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): May 11, 2011
FAIRMOUNT BANCORP, INC.
(Exact name of Registrant as Specified in Charter)
| Maryland | 000-53996 | 27-1783911 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
8216 Philadelphia Road, Baltimore, MD 21237
(Address of Principal Executive Offices)
(410) 866-4500
Registrant’s telephone number, including area code
(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:
| x | 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)) |
| Item 1.01 | Entry Into a Material Definitive Agreement |
On May 11, 2011, Fairmount Bancorp, Inc. (“Fairmount”) and Fullerton Federal Savings Association (“Fullerton Federal”) entered into an Agreement and Plan of Merger Conversion (the “Agreement”) providing for the acquisition of Fullerton Federal by Fairmount in a conversion merger transaction. Consummation of the transaction, which was approved by the boards of directors of Fairmount and Fullerton Federal, is subject to receipt of normal regulatory approvals and the approval of Fullerton Federal’s members. The Agreement and the related Plan of Conversion Merger and press release are Exhibits 2.1, 2.2 and 99.1, respectively, to this Report and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit 2.1 – Agreement and Plan of Conversion Merger, dated as of May 11, 2011.
Exhibit 2.2 – Plan of Conversion Merger of Fullerton Federal Savings Association with Fairmount Bank.
Exhibit 99.1 – Press release dated May 12, 2011, incorporated herein by reference to Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on May 13, 2011.
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.
| FAIRMOUNT BANCORP, INC. | ||||
| DATE: May 17, 2011 | By: | /s/ Joseph M. Solomon | ||
| Joseph M. Solomon | ||||
| President and Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit |
||
| 2.1 | Agreement and Plan of Conversion Merger, dated as of May 11, 2011. | |
| 2.2 | Plan of Conversion Merger of Fullerton Federal Savings Association with Fairmount Bank. | |
| 99.1 | Press release dated May 12, 2011, incorporated herein by reference to the registrant’s Current Report on Form 8-K filed on May 13, 2011. | |