Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
Immediately following the proposed merger (the "Merger") of Standard AVB
Financial Corp. ("Standard") with Dollar Mutual Bancorp ("Dollar"), all Standard
common stock in the Standard Bank 401(k) Plan (the "Standard 401(k) Plan") will
be converted into the right to receive $33.00 per share. While the trustee of
the Standard 401(k) Plan is taking the steps necessary to process and implement
this conversion of shares, the participants in the Standard 401(k) Plan will be
unable to diversify investments in or out of the Standard stock fund, which
constitutes a "blackout period" for the Standard 401(k) Plan (the "Standard
401(k) Plan blackout period"). The Standard 401(k) Plan blackout period is
expected to begin at 12:01 a.m., EDT, on May 14, 2021, and on May 28, 2021. The
Merger and related transactions remain subject to customary closing conditions
set forth in the merger agreement.
Pursuant to the Securities and Exchange Commission's Regulation BTR, a
corresponding blackout period will be imposed on all of Standard's directors and
executive officers with respect to equity securities acquired in connection with
their service to Standard. On May 6, 2021, Standard sent a notice to its
directors and executive officers informing them of the Standard 401(k) Plan
blackout period, during which time they will be prohibited from engaging in
transactions in Standard equity securities acquired in connection with their
service to Standard and its affiliates (the "Notice"). Due to the timing of the
receipt of the final regulatory approval required for the completion of the
Merger, Standard has reasonably determined that it is unable to provide 15 days'
of advance notice of the blackout period to its directors and officers, and is
providing the Notice as soon as reasonably practicable.
Standard provided the Notice to its directors and executive officers pursuant to
Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and
Exchange Commission's Regulation BTR. A copy of the Notice, which includes the
information specified in Rule 104(b) of Regulation BTR, is attached as Exhibit
99.1 and incorporated herein by reference.
During the Standard 401(k) Plan blackout period, participants in the Standard
401(k) Plan, Standard shareholders or other interested parties may obtain,
without charge, the actual beginning and ending dates of the blackout period
from, and may direct other inquiries about the blackout period to Susan Parente,
at Standard AVB Financial Corp. Inc., 2640 Monroeville Boulevard, Monroeville,
Pennsylvania, 15146 or at 412-856-0363. During the two year period following the
ending date of the Standard 401(k) Plan blackout period, Standard shareholders
or other interested parties may obtain, without charge, the actual beginning and
ending dates of the blackout period from, and may direct other inquiries about
the blackout period to, Susan Parente, 2640 Monroeville Boulevard, Monroeville,
Pennsylvania, 15146 or at 412-856- 0363.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Notice to Directors and Executive Officers of Standard AVB
Financial Corp. Regarding Blackout Period and Regulation BTR Trading
Restrictions, dated May 6, 2021.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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