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): January ~~September 10~~28, ~~2014~~2015

COLONIAL FINANCIAL SERVICES, INC. ~~(Exact Name of Registrant as Specified in its Charter)~~

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-34817

90-0183739

(State or Other Jurisdiction

of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

2745 S. Delsea Drive, Vineland, New Jersey		08360
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (856) 205-0058

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 18.01 ~~Entry~~. ~~into~~Other ~~a Material Definitive Agreement~~Events.

OnAs ~~September~~we ~~10,~~previously ~~2014~~disclosed, a ~~Colonial~~Complaint ~~Financial~~seeking ~~Services,~~class ~~Inc.~~action ~~(the~~status ~~“Company”)~~was ~~entered~~filed ~~into~~against anthe ~~Agreement~~Company and ~~Plan of Merger (~~the ~~“Merger~~members ~~Agreement”)~~of byits ~~and~~Board ~~between~~of ~~the~~Directors ~~Company~~(along ~~and~~with Cape Bancorp, Inc. ~~(“Cape~~and ~~Bancorp”). Pursuant to~~ the ~~Merger~~respective ~~Agreement,~~banks) ~~the~~in ~~Company~~connection ~~will merge~~ with ~~and into~~ the ~~Cape Bancorp~~merger, ~~with~~alleging ~~the~~various ~~Cape~~breaches ~~Bancorp~~of asduty ~~the~~and ~~surviving~~inadequate ~~entity~~disclosure claims. ~~Immediately~~An ~~thereafter,~~Amended ~~Colonial~~Complaint ~~Bank,~~was ~~FSB,~~filed aon ~~federal~~or ~~thrift~~about ~~and~~December ~~the~~23, ~~Company’s~~2014. ~~wholly~~After ~~owned~~counsel ~~subsidiary,~~for ~~will~~Colonial ~~merge~~and ~~with~~counsel for Plaintiff conferred, and ~~into~~effective ~~Cape~~January ~~Bank~~28, a2015, ~~New~~the ~~Jersey~~Amended ~~chartered~~Complaint ~~savings~~(and ~~bank,~~thus ~~with~~the ~~Cape~~lawsuit) ~~Bank~~was asvoluntarily ~~the~~dismissed ~~surviving~~without ~~entity~~prejudice.

Under the terms of the Merger Agreement, 50% of the Company’s common shares will be converted into Cape Bancorp common stock and the remaining 50% will be exchanged for cash. The Company’s stockholders will have the option to elect to receive either 1.412 shares of the Company’s common stock or $14.50 in cash for each common share of the Company, subject to proration to ensure that, in the aggregate, 50% of the Company’s common shares will be converted into Cape Bancorp stock. In the event that the Company’s consolidated net book value at the month-end prior to the closing date is less than $63.1 million, the cash consideration will be reduced by an amount as determined by a formula included in the Merger Agreement.SIGNATURES

~~The~~Pursuant ~~transaction~~to ~~has been approved by~~ the ~~Boards~~ requirements of ~~Directors of~~ the ~~Company~~Securities ~~and~~Exchange ~~Cape~~Act ~~Bancorp. Completion~~ of 1934, the ~~transaction~~registrant ishas ~~subject~~duly tocaused ~~customary~~this ~~closing~~report ~~conditions,~~to ~~including~~be ~~the~~signed ~~receipt~~on ofits ~~required~~behalf ~~regulatory~~by ~~approvals and~~ the ~~approval~~undersigned, hereunto ofduly ~~the Company’s and Cape Bancorp’s stockholders~~authorized.

The Merger Agreement includes customary representations, warranties and covenants of the Company and Cape Bancorp made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract by and among the Company and Cape Bancorp and are not intended to provide factual, business, or financial information about the Company or Cape Bancorp. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to stockholders or different from what a stockholder might view as material, may have been used for purposes of allocating risk between the Company and Cape Bancorp rather than establishing matters as facts, may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to that agreement. The Company has agreed to operate its business in the ordinary course consistent with past practice until the closing of the transaction and not to engage in certain kinds of transactions during such period (without the prior written consent of the Cape Bancorp).

		COLONIAL FINANCIAL SERVICES, INC.
DATE: January 28, 2015	By:	/s/ Edward J. Geletka
		Edward J. Geletka
		President and Chief Executive Officer

The Company has also agreed not to (i) solicit proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, enter into discussions or an agreement concerning, or to provide confidential information in connection with, any proposals for alternative business combination transactions.

Pursuant to the Merger Agreement, two current directors of the Company will be appointed to the Boards of Directors of the Cape Bancorp and Cape Bank.

The foregoing description of the Merger Agreement is included to provide information regarding its terms and does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated into this report by reference.

On September 10, 2014, the Company issued a joint press release with Cape Bancorp announcing the execution of the Merger Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition to those risk factors listed in the Company’s Annual Report on Form 10-K, the following factors could cause the actual results of the Company’s operations to differ materially from the Company’s expectations: the businesses of the Company and Cape Bancorp may not be combined successfully, or such combination may take longer to accomplish than expected; the cost savings from the merger may not be fully realized or may take longer to realize than expected; operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; or the stockholders of the Company may fail to approve the merger.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
2.1	Agreement and Plan of Merger dated as of September 10, 2014 by and between Cape Bancorp, Inc. and Colonial Financial Services, Inc.
99.1	Joint Press Release dated September 10, 2014

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.

		COLONIAL FINANCIAL SERVICES, INC.
DATE: September 11, 2014	By:	/s/ Edward J. Geletka
		Edward J. Geletka
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description
2.1	Agreement and Plan of Merger dated as of September 10, 2014 by and between Cape Bancorp, Inc. and Colonial Financial Services, Inc.
99.1	Joint Press Release dated September 10, 2014

Filing Compare · Colonial Financial Services, Inc.