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Prospectus ESSA BANCORP, - 3-5-2012

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Prospectus ESSA BANCORP,  - 3-5-2012 Powered By Docstoc
					                                      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 28, 2012



                                                      ESSA Bancorp, Inc.
                                                  (Exact Name of Registrant as Specified in its Charter)



                  Pennsylvania                                                 001-33384                                      20-8023072
             (State or Other Jurisdiction                                      (Commission                                    (I.R.S. Employer
                  of Incorporation)                                              File No.)                                   Identification No.)


                                          200 Palmer Street
                                      Stroudsburg, Pennsylvania                                                                   18360
                                    (Address of Principal Executive Offices)                                                    (Zip Code)

                                       Registrant’s telephone number, including area code:                  (570) 421-0531

                                                                          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 (see General Instruction A.2. below):
     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 February 28, 2012, ESSA Bancorp, Inc. (“ESSA”) and First Star Bancorp, Inc. (“First Star”) amended the Agreement and Plan of
Merger (the “Merger Agreement”) with First Star, pursuant to which First Star will merge with and into ESSA, and First Star Savings Bank
(“First Star Bank”) will merge into ESSA Bank & Trust (“ESSA Bank”). The amendment clarifies that the holders of First Star common stock
have dissenters’ rights pursuant to Pennsylvania law. The amendment also adds as a condition to ESSA’s requirement to close the merger that
holders of no more than ten percent (10%) of the issued and outstanding shares of First Star shall have exercised their dissenters’ rights prior to
the closing date.

      The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders
of First Star. The merger is currently expected to be completed in mid-2012.

    The foregoing summary of the Amendment to the Merger Agreement is not complete and is qualified in its entirety by reference to the
complete text of such document, which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated herein by reference in its entirety.

      ESSA will be filing a registration statement containing a proxy statement/prospectus and other documents regarding the proposed
transaction with the SEC. First Star stockholders are urged to read the proxy statement/prospectus when it becomes available, because it will
contain important information about ESSA and First Star and the proposed transaction. When available, copies of this proxy
statement/prospectus will be mailed to First Star stockholders. Copies of the proxy statement/prospectus may be obtained free of charge at the
SEC’s web site at http://www.sec.gov, or by directing a request to ESSA Bancorp, Inc., Attention – Investor Relations Department, 200 Palmer
Street, PO Box L, Stroudsburg, PA 18360 or on its web site at www.essabank.com, or to First Star Bancorp, Inc., 418 West Broad Street,
Bethlehem, PA 18018 or on its web site at www.firststarbank.com. Copies of other documents filed by ESSA with the SEC may also be
obtained free of charge at the SEC’s web site or by directing a request to ESSA at the address provided above.

Additional Information for Shareholders
      ESSA, ESSA Bank, First Star, and First Star Bank and certain of their directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of First Star in connection with the proposed merger. Information about the directors and
executive officers of ESSA is set forth in the proxy statement, dated January 27, 2012, for ESSA’s 2012 annual meeting of stockholders, as
filed with the SEC on Schedule 14A. Information about the directors and executive officers of First Star is set forth in the proxy statement,
dated October 1, 2011, for First Star’s 2011 annual meeting of stockholders as found on First Star’s web site at www.firststarbank.com.
Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction may be
obtained by reading the proxy statement/prospectus when it becomes available.
Forward Looking
      Certain statements contained in this current report on Form 8-K that are not statements of historical fact constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the proposed merger of ESSA and First Star.
These statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking
statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,”
“expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain
factors that could cause actual results to differ materially from expected results include delays in completing the merger, difficulties in
achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating ESSA,
ESSA Bank, First Star, and First Star Bank, increased competitive pressures, changes in the interest rate environment, changes in general
economic conditions, legislative and regulatory changes that adversely affect the business in which ESSA, ESSA Bank, First Star, and First
Star Bank are engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that First
Star files with the           .

Item 9.01     Financial Statements and Exhibits

      (a)    Financial Statements of Businesses Acquired. Not applicable.
      (b)    Pro Forma Financial Information. Not applicable.
      (c)    Shell Company Transactions. Not applicable.
      (d)    Exhibits.
                Exhibit 2.1       First Amendment, dated February 28, 2012, to the Agreement and Plan of Merger, dated as of December 21,
                                  2011, by and between ESSA Bancorp, Inc., ESSA Bank & Trust, First Star Bancorp, Inc., and First Star
                                  Savings Bank


                                                                 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.

                                                                       ESSA BANCORP, INC.

DATE:       March 5, 2012                                              By:     /s/ Gary S. Olson
                                                                               Gary S. Olson, President and
                                                                               Chief Executive Officer
                                                                                                                                        Exhibit 2.1

                                            FIRST AMENDMENT TO MERGER AGREEMENT

       This First Amendment to the Merger Agreement (this “ Amendment ”) is made as of February 28, 2012, by and between ESSA Bancorp,
Inc., a Pennsylvania corporation (“ ESSA ”), and First Star Bancorp, Inc., a Pennsylvania corporation (the “ First Star ”).


                                                                I.    RECITALS

     1.      The parties to this Amendment entered into that certain Merger Agreement dated as of December 21, 2011 (the “ Agreement ”);

     2.      The Board of Directors of each of ESSA and First Star have determined that it is in the best interests of their respective companies
             and shareholders to amend the Agreement as set forth below.

The parties to this Amendment hereby agree as follows:

                                                              II.    AMENDMENT

     A.             Amendment to Section 4.20
     The Agreement is amended by deleting the last sentence to the current Section 4.20.

     B.             Amendment to Section 3.1.5
     The Agreement is amended by deleting the current Section 3.1.5 in its entirety and replacing it with the following new Section 3.1.5:

     3.1.5          Each outstanding share of First Star Common Stock and First Star Preferred Stock other than as to which a Cash Election or
                    a Stock Election has been effectively made and not revoked or lost, pursuant to Section 3.2.3 (collectively, “Non-Election
                    Shares” ), except as to Dissenting Shares, shall be converted into the right to receive such Stock Consideration and/or Cash
                    Consideration as shall be determined in accordance with Section 3.2.

     C.             Amendment to Section 3.1.7
     The Agreement is amended by deleting the current Section 3.1.7 in its entirety and replacing it with the following new Section 3.1.7:

     3.1.7          Upon the Effective Time, outstanding shares of First Star Common Stock and First Star Preferred Stock shall no longer be
                    outstanding and shall automatically be canceled and shall cease to exist, except as to Dissenting Shares, and shall thereafter
                    by operation of this Section 3.1 represent only the right to receive the Merger Consideration and any dividends or
                    distributions with respect thereto or any dividends or distributions with a record date prior to the Effective Time that were
                    declared or made by First Star on such shares in accordance with the terms of this Agreement on or prior to the Effective
                    Time and which remain unpaid at the Effective Time.
D.           Amendment to Section 3.1
The Agreement is amended by adding the following provisions to Section 3.1:

3.1.10.      Each outstanding share of First Star Common Stock, the holder of which has perfected his right to dissent under applicable
             law and has not effectively withdrawn or lost such right as of the Effective Time (the “ Dissenting Shares ”), shall not be
             converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled
             only to such rights as are granted by the PBCL. First Star shall give ESSA prompt notice upon receipt by First Star of any
             such demands for payment of the fair value of such shares of First Star Common Stock and of withdrawals of such notice
             and any other related communications served pursuant to the applicable provisions of the PBCL (any shareholder duly
             making such demand being hereinafter called a “ Dissenting Shareholder ”), and ESSA shall have the right to participate
             in all discussions, negotiations and proceedings with respect to any such demands. First Star shall not, except with the prior
             written consent of ESSA, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for
             payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such
             Dissenting Shareholder as may be necessary to perfect appraisal rights under the PBCL. Any payments made in respect of
             Dissenting Shares shall be made by the Surviving Company.

3.1.11       If any Dissenting Shareholder withdraws or loses (through failure to perfect or otherwise) his right to such payment at or
             prior to the Effective Time, such holder’s shares of First Star Common Stock shall be converted into a right to receive the
             Merger Consideration in accordance with the applicable provisions of this Agreement. If such holder withdraws or loses
             (through failure to perfect or otherwise) his right to such payment after the Effective Time, each share of First Star Common
             Stock of such holder shall be entitled to receive the Merger Consideration.

E.           Amendment to Section 3.2.1
The Agreement is amended by deleting the current last sentence of Section 3.2.1 and replacing it with the following new sentence:

            Notwithstanding any other section herein, in no event shall the aggregate Cash Consideration exceed 50% of the aggregate
            Merger Consideration, including any consideration paid to Dissenting Shareholders pursuant to dissenters rights provisions
            of the PBCL.

                                                                  2
     F.            Amendment to Section 6.1.2(A)
      The Agreement is amended by deleting the current Section 6.1.2(A) in its entirety and replacing it with the following new
Section 6.1.2(A):

     6.1.2(A)      change or waive any provision of its Articles of Incorporation (other than Article 13 thereof), Charter or Bylaws, except as
                   required by law, or appoint a new director to the board of directors.

     G.            Amendment to Section 9.2
     This Agreement is amended by adding the following provision to Section 9.2:

     9.2.5         Dissenters’ Rights. Holders of no more than ten percent (10%) of the issued and outstanding shares of First Star shall have
                   exercised their statutory appraisal or dissenters’ rights pursuant to Sections 3.1.10 and 3.1.11 hereof prior to the Closing
                   Date.

     H.            Conflict.
    To the extent there is a conflict between the terms and provisions of this Amendment and the Agreement, the terms and provisions of this
Amendment will govern.

     I.            No Further Amendment.
     Except as expressly modified by this Amendment, the Agreement shall remain unmodified and in full force and effect. Purchaser and the
Bank hereby ratify their respective obligations thereunder.

     J.            Governing Law.
     This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

     K.            Counterparts and Facsimile.
      This Amendment may be executed in two or more counterparts (including by facsimile or other electronic means), all of which shall be
considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to
the other party, it being understood that each party need not sign the same counterpart.

                                                [ Remainder of Page Intentionally Left Blank ]

                                                                       3
     IN WITNESS WHEREOF, and intending to be legally bound hereby, this Amendment has been duly executed and delivered by the duly
authorized officers of the parties hereto as of the date first herein above written.

                                                             ESSA BANCORP, INC.

Dated:   February 28, 2012                                   By:       /s/ Gary S. Olson
                                                             Name:     Gary S. Olson
                                                             Title:    President and Chief Executive Officer


                                                             FIRST STAR BANCORP, INC.

Dated:   February 28, 2012                                   By:       /s/ Joseph T. Svetik
                                                             Name:     Joseph T. Svetik
                                                             Title:    President and Chief Executive Officer

				
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