DELAWARE
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1-32007
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52-2407114
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. employer
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incorporation or organization)
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identification number)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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Item 9.01
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Financial Statements and Exhibits
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SIGNATURES
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EXHIBIT INDEX
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EX-99.1:
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PRESS RELEASE
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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At a Special Meeting of Stockholders on December 20, 2010 (“Special Meeting”), NewAlliance Bancshares, Inc. (“NewAlliance”) stockholders voted to adopt the Agreement and Plan of Merger, dated as of August 18, 2010, and as amended as of September 27, 2010, by and among NewAlliance, First Niagara Financial Group, Inc. and FNFG Merger Sub, Inc. (the “Merger Agreement”) and to approve the underlying merger of FNFG Merger Sub, Inc. with and into NewAlliance (the “Merger”). Stockholders cast votes as follows:
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For
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Against
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Abstain
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Broker
non-votes
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75,985,705
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4,738,265
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168,223
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0
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In connection with the Special Meeting, NewAlliance also solicited proxies with respect to a proposal to adjourn the Special Meeting at a later date or time, if necessary or appropriate, in the event there were not sufficient votes in favor of the Merger Agreement and the Merger at the time of the Special Meeting. The adjournment proposal was withdrawn and not submitted to the stockholders of NewAlliance for approval at the Special Meeting because NewAlliance stockholders approved the Merger Agreement and the Merger, as noted above.
A copy of the press release announcing the results is included as exhibit 99.1 to this report.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated December 20, 2010.
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NEWALLIANCE BANCSHARES, INC.
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By: /s/ Glenn I. MacInnes
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Glenn I. MacInnes
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Executive Vice President and
Chief Financial Officer
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Date: December 20, 2010
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Exhibit Number
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Description
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99.1:
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The Company issued a Press Release dated December 20, 2010.
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