M&A - FIRST OF LONG ISLAND CORP
Form Type: 8-K
Filing Date: 2025-06-02
Corporate Action: Merger
Type: New
Accession Number: 000094337425000253
Filing Summary: On June 1, 2025, First of Long Island Corporation (FLIC) completed a merger with ConnectOne Bancorp, Inc. under the terms of a Merger Agreement dated September 4, 2024. As part of the transaction, FLIC merged into ConnectOne, which became the surviving entity. Immediately following the merger, First National Bank of Long Island, a subsidiary of FLIC, merged into ConnectOne Bank, completing a Bank Merger. Each share of FLIC common stock was converted to 0.5175 of a share of ConnectOne common stock, with cash paid for fractional shares. Following the merger, FLIC's stock was delisted from the Nasdaq, and the rights of FLIC shareholders were limited to receiving the Merger Consideration. The directors of FLIC ceased their roles and some were appointed to the board of ConnectOne, with Mr. Becker becoming the non-executive Vice Chairman. Additionally, as of the Effective Time, FLIC's corporate existence ceases and its Certificate of Incorporation and Bylaws are no longer in effect.
Additional details:
Date Of Report: 2025-06-01
Merger Agreement Date: 2024-09-04
Exchange Ratio: 0.5175
Surviving Entity: ConnectOne Bancorp, Inc.
Bank Merger Details: First National Bank of Long Island merged into ConnectOne Bank
Listing Removal Date: 2025-06-01
New Board Members: [{"name":"Christopher Becker"},{"name":"Edward J. Haye"},{"name":"Peter Quick"}]
New Board Position: non-executive Vice Chairman
Rights Of Shareholders: limited to receiving the Merger Consideration
Form Type: POS AM
Filing Date: 2025-06-02
Corporate Action: Merger
Type: New
Accession Number: 000094337425000254
Filing Summary: On June 1, 2025, ConnectOne Bancorp, Inc. and The First of Long Island Corporation (FLIC) completed a merger, with ConnectOne as the surviving corporation. This merger was executed under the Agreement and Plan of Merger dated September 4, 2024. Following this merger, FLIC has terminated all offers and sales of its securities registered under the Securities Act of 1933, including a previous Registration Statement on Form S-3 that registered up to $150,000,000 of various securities. The document signifies that all unsold or unissued securities under this registration statement are deregistered as of the date of this amendment.
Additional details:
Registration Statement Number: 333-212330
Merger Date: 2025-06-01
Surviving Entity: ConnectOne Bancorp, Inc.
Deregistration Reason: merger completion
Previous Registration Amount: 150,000,000
Form Type: S-3DPOS
Filing Date: 2025-06-02
Corporate Action: Merger
Type: Update
Accession Number: 000094337425000257
Filing Summary: On June 1, 2025, The First of Long Island Corporation (FLIC) merged with ConnectOne Bancorp, Inc. under an Agreement and Plan of Merger dated September 4, 2024, resulting in ConnectOne as the surviving corporation. In light of this merger, FLIC has filed a post-effective amendment to deregister all unsold or unissued shares associated with its existing registration statements under the Securities Act of 1933. This amendment includes the termination of offers and sales of its securities as previously registered, specifically those under the FLIC Dividend Reinvestment and Stock Purchase Plan, which had registered 2,500,000 and 1,000,000 shares respectively across two prior registration statements.
Additional details:
Registration Statement Number: 333-223775
Registration Statement Number: 333-212332
Merger Date: 2025-06-01
Surviving Corporation: ConnectOne Bancorp, Inc.
Original Company: The First of Long Island Corporation
Agent For Service: Frank Sorrentino III
Agent For Service Address: 301 Sylvan Avenue Englewood Cliffs, New Jersey 07632
Form Type: S-3DPOS
Filing Date: 2025-06-02
Corporate Action: Merger
Type: Update
Accession Number: 000094337425000258
Filing Summary: On June 1, 2025, The First of Long Island Corporation ('FLIC') merged with ConnectOne Bancorp, Inc., with ConnectOne as the surviving corporation. This merger led to the termination of all offers and sales of FLIC's securities registered under existing registration statements. The document serves as a post-effective amendment to deregister all shares and associated stock purchase rights that remain unsold or unissued under the registration statements following the merger.
Additional details:
Registration Statement Numbers: 333-223775, 333-212332
Merger Date: 2025-06-01
Surviving Corporation: ConnectOne Bancorp, Inc.
Deregistration Reason: termination of all offers and sales of securities due to merger
Form Type: S-8 POS
Filing Date: 2025-06-02
Corporate Action: Merger
Type: Update
Accession Number: 000094337425000255
Filing Summary: This document is a Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-196920 and Registration Statement No. 333-257391 filed by The First of Long Island Corporation (FLIC) on June 2, 2025. It details the termination of all offerings under the prior registration statements and the deregistration of any and all shares of FLIC common stock and other securities that remain unsold as of the date of this amendment. Notably, on June 1, 2025, FLIC merged with ConnectOne Bancorp, Inc., with ConnectOne as the surviving entity. As part of the merger process, all of FLIC's securities offerings pursuant to the prior registration statements have been terminated, and the document serves to officially remove any unsold securities from registration.
Additional details:
Registration Statement Numbers: 333-196920, 333-257391
Equity Incentive Plans: 2014 Equity Incentive Plan, 2021 Equity Incentive Plan
Merger Date: 2025-06-01
Surviving Corporation: ConnectOne Bancorp, Inc.
Plan Of Merger Date: 2024-09-04
Form Type: S-8 POS
Filing Date: 2025-06-02
Corporate Action: Merger
Type: Update
Accession Number: 000094337425000256
Filing Summary: This document is a Post-Effective Amendment No. 1 to Form S-8 Registration Statements No. 333-196920 and No. 333-257391 filed by The First of Long Island Corporation (FLIC). It terminates all offerings under the previous registration statements and deregisters all unsold shares of common stock and other securities as specified. The amendment follows a merger that occurred on June 1, 2025, between ConnectOne Bancorp, Inc. and FLIC, with ConnectOne being the surviving corporation. As a result of the merger, FLIC has discontinued its securities offerings under the prior statements, complying with regulatory obligations to remove unsold securities from registration. The document asserts FLIC's compliance with SEC filing requirements and concludes with the necessary signatures from ConnectOne Bancorp, Inc. executives.
Additional details:
Registration Statement No: 333-196920
Registration Statement No: 333-257391
Merger Date: 2025-06-01
Surviving Corporation: ConnectOne Bancorp, Inc.
Ceo Name: Frank Sorrentino III
Ceo Address: 301 Sylvan Avenue, Englewood Cliffs, New Jersey 07632
Ceo Phone: (201) 816-8900
Principal Office Address: 275 Broadhollow Road, Melville, New York 11747
Form Type: 8-K
Filing Date: 2025-05-06
Corporate Action: Merger
Type: New
Accession Number: 000094337425000191
Filing Summary: On May 6, 2025, First of Long Island Corporation and ConnectOne Bancorp, Inc. announced the receipt of regulatory approval from the Federal Deposit Insurance Corporation for their proposed merger. The expected closing date for the transaction is around June 1, 2025, contingent upon further approvals or waivers from the New Jersey Department of Banking and Insurance and the Federal Reserve Bank of New York. A joint press release regarding this announcement is attached as Exhibit 99.1.
Additional details:
Merger Regulatory Approval: Receipt of regulatory approval from FDIC for merger
Expected Closing Date: June 1, 2025
Form Type: 8-K
Filing Date: 2025-02-14
Corporate Action: Merger
Type: New
Accession Number: 000094337425000103
Filing Summary: On February 14, 2025, The First of Long Island Corporation held a Special Meeting of Shareholders where two key proposals were approved. The first was to approve an Agreement and Plan of Merger with ConnectOne Bancorp, Inc., which entails merging with ConnectOne and converting each share of the Company's common stock into 0.5175 shares of ConnectOne common stock. The second proposal was to approve certain compensation related to the merger. Out of 22,545,524 eligible votes, 16,609,795 shares (73.7%) were voted, with strong support for both proposals. The shareholders voted 15,614,634 in favor and 792,447 against the merger. For the compensation proposal, there were 13,066,648 votes for and 3,259,211 against. Additionally, ConnectOne held a Special Meeting on the same day, where its shareholders also approved the issuance of shares pertaining to the merger. A joint press release announcing these approvals was issued by the Company and ConnectOne.
Additional details:
Special Meeting Date: 2025-02-14
Merger Proposal Approval: 15,614,634 votes for, 792,447 against, 202,714 abstentions
Compensation Proposal Approval: 13,066,648 votes for, 3,259,211 against, 283,936 abstentions
Record Date: 2024-12-16
Quorum: 11,272,763 votes
Form Type: DEFA14A
Filing Date: 2025-02-07
Corporate Action: Merger
Type: New
Accession Number: 000094337425000072
Filing Summary: The First of Long Island Corporation has adopted a merger proposal with ConnectOne Bancorp, believing this change will enhance service to customers and communities. The Board of Directors recommends shareholders vote in favor of the merger agreement, certain compensation related to the merger, and potential adjournments of the Special Meeting. Shareholders are encouraged to vote before the Special Meeting on February 14, 2025, via phone or online.
Additional details:
Payment Of Filing Fee: No fee required
Merger Partner: ConnectOne Bancorp
Special Meeting Date: 2025-02-14
Contact Phone: 888-742-1305
Proxy Voting Method: online at www.proxyvote.com
Form Type: DEFM14A
Filing Date: 2024-12-31
Corporate Action: Merger
Type: New
Accession Number: 000110465924132717
Filing Summary: The First of Long Island Corporation (FLIC) and ConnectOne Bancorp, Inc. have proposed a merger in which FLIC will merge into ConnectOne, with ConnectOne as the surviving entity. Under the merger agreement dated September 4, 2024, FLIC shareholders will receive 0.5175 shares of ConnectOne common stock for each share of FLIC common stock they own on the merger's effective date. Additionally, FLIC shareholders will receive cash for any fractional shares due to the merger. The anticipated share conversion implies a value of approximately $12.03 based on recent trading prices. Special meetings for shareholders of both companies are planned for February 14, 2025, to vote on the merger agreement and related proposals. Both boards of directors recommend approval of the merger, emphasizing the strategic advantages for the combined entities.
Additional details:
Record Date: 2024-12-16
Share Ratio: 0.5175
Shareholder Meeting Date: 2025-02-14
Shareholder Meeting Time: 14:30
Shareholder Meeting Format: virtual
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