1ST CONSTITUTION BANCORP : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Published: 2022-01-06 17:19:15 ET FCCY

Item 1.01 Entry into a Material Definitive Agreement.

On the Closing Date, in connection with the consummation of the Merger, 1st Constitution, Lakeland and Wilmington Trust Company, as trustee (the "Trustee"), entered into a First Supplemental Indenture (the "First Supplemental Indenture") pursuant to which, among other things, Lakeland assumed 1st Constitution's obligations under that certain Indenture, dated as of June 15, 2006, between 1st Constitution and the Trustee, which established and provided for the issuance by 1st Constitution of its Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036.

The foregoing description of the First Supplemental Indenture is qualified in its entirety by reference to the full text of the First Supplemental Indenture, which is filed as Exhibit 4.1 to this report and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under the heading "Introductory Note" in this report is incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

As a result of the Merger, 1st Constitution no longer fulfills the listing requirements of the Nasdaq Global Market ("Nasdaq"). In connection with the closing of the Merger, 1st Constitution notified Nasdaq on the Closing Date that the certificate of merger providing for the Merger had been filed with the Department of Treasury of the State of New Jersey and that, at the Effective Time, each outstanding share of 1st Constitution common stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) was converted into the right to receive Merger Consideration. In addition, 1st Constitution requested that Nasdaq (i) suspend trading of 1st Constitution common stock on Nasdaq, (ii) withdraw 1st Constitution common stock from listing on Nasdaq at the close of trading on January 6, 2022, and (iii) file with the SEC a notification of removal from listing and registration on Form 25 to delist 1st Constitution common stock from Nasdaq and deregister 1st Constitution common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, 1st Constitution common stock will no longer be listed on Nasdaq.

1st Constitution intends to file a Form 15 with the SEC requesting the termination of registration of 1st Constitution common stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

At the Effective Time, holders of 1st Constitution common stock immediately prior to the completion of the Merger ceased to have any rights as shareholders of 1st Constitution other than the right to receive Merger Consideration in accordance with the Merger Agreement.

The information set forth under the heading "Introductory Note" and in Item 3.01 of this report is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

At the Effective Time, 1st Constitution was merged with and into Lakeland pursuant to the Merger Agreement, with Lakeland as the surviving entity.

The information set forth under the heading "Introductory Note" in this report is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

At the Effective Time, the directors and executive officers of 1st Constitution ceased serving in such capacities.

Item 9.01 Financial Statements and Exhibits.

Commission upon request.