Item 8.01. Other Events.




As previously disclosed, on July 11, 2021, 1st Constitution Bancorp, a New
Jersey corporation ("1st Constitution"), and Lakeland Bancorp, Inc., a New
Jersey corporation ("Lakeland"), entered into an Agreement and Plan of Merger
(the "merger agreement"). Pursuant to the terms and subject to the conditions
set forth in the merger agreement, 1st Constitution will merge with and into
Lakeland, with Lakeland as the surviving entity (the "merger").

In connection with the proposed merger, Lakeland filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4 containing
a joint proxy statement/prospectus, as amended, and 1st Constitution filed a
definitive proxy statement, and Lakeland filed a definitive proxy
statement/prospectus, with the SEC dated October 15, 2021 (collectively, the
"joint proxy statement/prospectus"), which 1st Constitution and Lakeland first
mailed to their respective shareholders on or about October 20, 2021.

As disclosed in the joint proxy statement/prospectus, on September 29, 2021, a
putative class action captioned Vigliotti v. 1st Constitution Bancorp et al. was
filed in the Superior Court of New Jersey, Middlesex County, Chancery Division,
naming as defendants 1st Constitution and the members of the 1st Constitution
board of directors, challenging the disclosures made in connection with the
merger (the "Complaint"). The Complaint alleges, among other things, that the
preliminary joint proxy statement/prospectus filed by Lakeland with the SEC on
August 27, 2021 contains materially incomplete and misleading information
regarding the process that culminated in the merger agreement and the proposed
transaction, the valuation analyses performed by 1st Constitution's financial
advisor, and potential conflicts of interest in connection with the proposed
transaction. The relief sought includes enjoining the consummation of the merger
unless and until certain additional and allegedly material information is
disclosed to 1st Constitution's shareholders, rescinding the merger, to the
extent already implemented, or granting rescissory damages, directing the
individual defendants to account to the plaintiff for all alleged damages
suffered as a result of their alleged wrongdoing, and awarding the plaintiff the
cost and disbursements of the action, including reasonable attorneys' and
experts' fees. On October 12, 2021, the plaintiff filed a motion for expedited
discovery.

As disclosed in the joint proxy statement/prospectus, Lakeland and 1st
Constitution have also received a demand letter from another 1st Constitution
shareholder challenging the disclosures made in connection with the merger. 1st
Constitution subsequently received two demand letters from shareholders, one of
which was also directed to Lakeland, that challenge disclosures made in
connection with the merger.

1st Constitution, Lakeland and the other defendants believe that all allegations
in the Complaint and the demand letters are without merit, and further believe
that no supplemental disclosure is required under applicable laws. However, to
diminish the risk that lawsuits may delay or otherwise adversely affect the
consummation of the merger and to minimize the expense of defending such
actions, and without admitting any liability or wrongdoing, 1st Constitution and
Lakeland have agreed to supplement the joint proxy statement/prospectus as
described in this Current Report on Form 8-K (this "report"). In consideration
of the supplemental disclosures, the plaintiff named in the Complaint has agreed
that he will consider his claims mooted and will withdraw the motion for
expedited discovery, and dismiss the Complaint. Nothing in this report shall be
deemed an admission of the legal necessity or materiality under applicable law
of any of the supplemental disclosures set forth herein.



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SUPPLEMENTAL INFORMATION TO THE JOINT PROXY STATEMENT/PROSPECTUS



The following information supplements the joint proxy statement/prospectus and
should be read in conjunction with the disclosures contained in the joint proxy
statement/prospectus, which should be read in its entirety. To the extent that
information set forth herein differs from or updates information contained in
the joint proxy statement/prospectus, the information contained herein
supersedes the information contained in the joint proxy statement/prospectus.
All page references are to pages in the joint proxy statement/prospectus dated
October 15, 2021, and any defined terms used but not defined herein shall have
the meanings set forth in the joint proxy statement/prospectus. Without
admitting in any way that the disclosures below are material or otherwise
required by law, rule or regulation, 1st Constitution and Lakeland make the
following amended and supplemental disclosures to the joint proxy
statement/prospectus:

                            Background of the Merger

The disclosure under the heading "Description of the Merger-Background of the Merger" is hereby supplemented by deleting the penultimate sentence of the second paragraph on page 55 of the joint proxy statement/prospectus and replacing it with the following:



The 1st Constitution board then discussed, considered, recommended and
ultimately directed that 1st Constitution engage in a targeted approach to a
pre-determined list of four prospective buyers, which would involve a two-stage
bidding process.

The disclosure under the heading "Description of the Merger-Background of the Merger" is hereby revised by deleting the third paragraph on page 55 of the joint proxy statement/prospectus and replacing it with the following:



In early March 2021, 1st Constitution entered into non-disclosure agreements
with Lakeland and three other institutions (Party A, Party B and Party C) that
were seen as the best of the likely transaction partners. Each of the
non-disclosure agreements contained "don't ask, don't waive" standstill
provisions prohibiting the potential bidder from effecting or seeking to effect
certain transactions with respect to 1st Constitution or 1st Constitution
securities for a period of three years following the date of the agreement, and
from publicly requesting a waiver of such provisions. From March 17 through
March 26, 2021, Mr. Mangano and a representative of Raymond James met with
executives of each of the potential bidders to discuss 1st Constitution and a
potential transaction. In March 2021, each of these institutions was granted
access to a virtual data room to conduct preliminary due diligence on 1st
Constitution. Each of these potential counterparties was asked to provide a
preliminary indication of interest by April 23, 2021, to address, among other
things, pricing, form of consideration, contingencies, board and shareholder
approvals, integration (including with respect to board members, management and
employees), and timing.



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On March 18, 2021, the 1st Constitution board designated a special committee
consisting of Messrs. Charles S. Crow, III, William M. Rue, Edwin J. Pisani and
Mangano to assist with evaluations concerning Project Sierra. As discussed
further below, the special committee met with 1st Constitution's advisers and
reviewed proposed transaction terms and made recommendations to the 1st
Constitution board, which retained the ultimate decision-making responsibility
with respect to the proposed transaction. No conflict of interest prompted the
formation of the special committee.

The disclosure under the heading "Description of the Merger-Background of the
Merger" is hereby supplemented by adding the following to the end of the fifth
paragraph on page 55 of the joint proxy statement/prospectus:

Lakeland's proposal sought to include Mr. Mangano on the post-closing Lakeland
board, and Party A's proposal sought to include two existing 1st Constitution
directors on the post-closing Party A board, one of whom would be Mr. Mangano.
Party B's and Party C's proposals did not address directorships.

The disclosure under the heading "Description of the Merger-Background of the
Merger" is hereby supplemented by adding the following to the end of the second
full paragraph on page 56 of the joint proxy statement/prospectus:

Lakeland's updated proposal continued to seek to include Mr. Mangano on the
board of directors of the combined company, Party A's updated proposal continued
to seek to include two existing 1st Constitution directors on the board of
directors of the combined company, one of whom would be Mr. Mangano, and Party
B's updated proposal sought to include Mr. Mangano on the board of directors of
the combined company.

The disclosure under the heading "Description of the Merger-Background of the
Merger" is hereby supplemented by adding the following to the end of the first
full paragraph on page 57 of the joint proxy statement/prospectus:

Following the commencement of this exclusivity arrangement, 1st Constitution did
not engage in any further transaction discussions with Party A, Party B or Party
C.

The disclosure under the heading "Description of the Merger-Background of the
Merger" is hereby revised by deleting the third sentence of the fifth full
paragraph on page 57 of the joint proxy statement/prospectus and replacing it
with the following:

The summary by Raymond James also included a review of pro forma financial
impacts of the merger, a Lakeland equivalent dividend comparison, a comparison
of value per share with that of the June 4 proposal from Party A, a contribution
analysis, a market overview, including price performance, and current market
trading levels. When comparing the annual cash dividend per share received by a
1st Constitution shareholder to the annual cash dividend per share such
shareholder would receive as a Lakeland shareholder following a merger in
accordance with the Lakeland proposal, the Raymond James summary indicated that
it was anticipated that the 1st Constitution shareholder would see an increase
of approximately 83%.



                                       5

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The disclosure under the heading "Description of the Merger-Background of the
Merger" is hereby supplemented by adding the following as a new paragraph after
the fourth full paragraph on page 58 of the joint proxy statement/prospectus:

Other than as set forth above, Mr. Mangano's appointment to the Lakeland board was not the subject of any negotiations regarding the merger.


                Opinion of 1st Constitution's Financial Advisor

The disclosure under the heading "Description of the Merger-Opinion of 1st
Constitution's Financial Advisor-Material Financial Analyses" is hereby revised
by deleting the first two paragraphs under the subheading "Discounted Cash Flow
Analysis" on page 76 of the joint proxy statement/prospectus and replacing them
with the following:

Raymond James analyzed the discounted present value of each of 1st Constitution's and Lakeland's projected free cash flows for the nine months ending December 31, 2021 and the calendar years ending December 31, 2022 through 2025 on a standalone basis.



The following table sets forth the unaudited projected free cash flows of 1st
Constitution used in the discounted cash flow analysis, which were determined by
Raymond James using the 1st Constitution projections provided to Raymond James
by 1st Constitution:



(in thousands)                                                        1st Constitution
                                       For the
                                        Three         For the Nine
                                       Months            Months
                                        Ended            Ending
                                      March 31,       December 31,             For the Years Ending December 31,
                                        2021             2021E           

2022E 2023E 2024E 2025E(1) Free Cash Flows (undiscounted) $ 4,542 $ 22,988 $ 16,271 $ 17,264 $ 19,321 $ 20,274

(1) Does not include the implied terminal value.






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The following table sets forth the unaudited projected free cash flows of
Lakeland used in the discounted cash flow analysis, which were determined by
Raymond James using the Lakeland projections that were prepared by Lakeland, the
use of which by Raymond James was approved by 1st Constitution:



(in thousands)                                                           Lakeland
                                     For the
                                      Three            For the
                                      Months         Nine Months
                                      Ended             Ending
                                    March 31,        December 31,             For the Years Ending December 31,
                                       2021             2021E          

2022E 2023E 2024E 2025E(1) Free Cash Flows (undiscounted) $ (41,892 ) $ 57,642 $ 55,790 $ 52,323 $ 54,156 $ 55,818

(1) Does not include the implied terminal value.

Raymond James calculated the above unaudited undiscounted projections of free
cash flows of 1st Constitution and Lakeland used in the discounted cash flow
analysis (the "unaudited cash flow projections") based upon 1st Constitution's
and Lakeland's financial projections provided to Raymond James and upon certain
other estimates and assumptions made by Raymond James. The unaudited cash flow
projections are also based on assumptions set forth in the Raymond James opinion
attached as Annex B to this joint proxy statement/prospectus.

Neither Lakeland nor 1st Constitution as a matter of course makes public
projections as to future performance, revenues, earnings, cash flows or other
financial results due to, among other reasons, the inherent uncertainty of the
underlying assumptions and estimates. The inclusion of the unaudited cash flow
projections should not be regarded as an indication that any of 1st
Constitution, Lakeland or Raymond James, their respective representatives or any
other recipient of this information considered, or now considers, the unaudited
cash flow projections to be necessarily predictive of actual future results, or
that they should be construed as financial guidance, and they should not be
relied on as such. The unaudited cash flow projections were prepared solely for
internal use and are subjective in many respects. While presented with numeric
specificity, this information reflects numerous estimates and assumptions made
with respect to business, economic, market, competition, regulatory and
financial conditions and matters specific to Lakeland's and 1st Constitution's
business, all of which are difficult to predict and many of which are beyond
each party's control. The unaudited cash flow projections reflect both
assumptions as to certain business decisions that are subject to change and, in
many respects, subjective judgment, and thus are susceptible to multiple
interpretations and periodic revisions based on actual experience and business
developments. No assurance can be given that the unaudited cash flow projections
and the underlying estimates and assumptions will be realized. In addition,
since the unaudited cash flow projections cover multiple years, such projections
by their nature become subject to greater uncertainty with each successive year.
Actual cash flows may differ materially from the unaudited cash flow
projections, and important factors that may affect actual results and cause the
unaudited cash flow projections to be inaccurate



                                       7

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include, but are not limited to, risks and uncertainties relating to Lakeland's
and 1st Constitution's business, industry performance, general business and
economic conditions, customer requirements, competition and adverse changes in
applicable laws, regulations or rules. For other factors that could cause actual
results to differ, please see the sections entitled "Risk Factors" and
"Cautionary Statement About Forward-Looking Statements" beginning on pages 23
and 33, respectively, of this joint proxy statement/prospectus.

The unaudited cash flow projections were not prepared with a view toward public
disclosure, nor were they prepared with a view toward compliance with accounting
principles generally accepted in the United States ("GAAP"), published
guidelines of the SEC or the guidelines established by the American Institute of
Certified Public Accountants for preparation and presentation of prospective
financial information. In addition, the unaudited cash flow projections require
significant estimates and assumptions that make them inherently less comparable
to the similarly titled GAAP measures in each party's historical financial
statements prepared in accordance with GAAP. Neither Lakeland's nor 1st
Constitution's independent registered public accounting firm, nor any other
independent accountants, have compiled, examined or performed any procedures
with respect to the unaudited cash flow projections contained in this document,
nor have they expressed any opinion or any other form of assurance on such
information or its achievability.

Furthermore, the unaudited cash flow projections do not consider any
circumstances or events occurring after the date they were prepared. No
assurance can be given that, had the unaudited cash flow projections been
prepared as of the date of this document, similar estimates and assumptions
would be used. Neither Lakeland nor 1st Constitution intends to, and each party
disclaims any obligation to, make publicly available any update or other
revision to the unaudited cash flow projections to reflect circumstances
existing since their preparation or to reflect the occurrence of unanticipated
events, even if any or all of the underlying assumptions are shown to be in
error, or to reflect changes in general economic or industry conditions. The
unaudited cash flow projections do not consider the possible financial and other
effects on either 1st Constitution or Lakeland, as applicable, of the merger and
do not attempt to predict or suggest future cash flows or other results of the
combined company after giving effect to the merger. The unaudited cash flow
projections do not give effect to the merger, including the impact of
negotiating or executing the merger agreement, the expenses that may be incurred
in connection with completing the merger, the potential synergies that may be
achieved by the resulting company as a result of the merger, the effect on
either 1st Constitution or Lakeland, as applicable, of any business or strategic
decision or action that has been or will be taken as a result of the merger
agreement having been executed, or the effect of any business or strategic
decisions or actions that would likely have been taken if the merger agreement
had not been executed, but that were instead altered, accelerated, postponed or
not taken in anticipation of the merger. The unaudited cash flow projections do
not consider the effect on either 1st Constitution or Lakeland, as applicable,
of any possible failure of the merger to occur. By inclusion of the unaudited
cash flow projections in this document, none of 1st Constitution, Lakeland or
Raymond James or their respective affiliates, associates, officers, directors,
advisors, agents or other representatives makes any representation to any
shareholder of 1st Constitution,



                                       8

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shareholder of Lakeland or any other person regarding 1st Constitution's or
Lakeland's ultimate performance or cash flows compared to the information
contained in the unaudited cash flow projections or that the unaudited cash flow
projections will be achieved. The inclusion of the unaudited cash flow
projections in this document should not be deemed an admission or representation
by 1st Constitution or Lakeland that such projections are viewed as material
information, particularly in light of the inherent risks and uncertainties
associated with such projections. The unaudited cash flow projections are not
being included to influence a shareholder's decision whether to vote to approve
the merger, but are being provided solely because they were used by Raymond
James in the preparation of its opinion regarding the fairness, from a financial
point of view, of the merger to the holders of 1st Constitution common stock.

In light of the foregoing, and considering that the special meetings of
Lakeland's and 1st Constitution's shareholders will be held many months after
the unaudited cash flow projections were prepared, as well as the uncertainties
inherent in any projected information, shareholders are cautioned not to place
unwarranted reliance on such information, and Lakeland and 1st Constitution urge
all shareholders to review Lakeland's and 1st Constitution's financial
statements and other information contained or incorporated by reference in this
joint proxy statement/prospectus for a description of Lakeland's and 1st
Constitution's respective businesses and reported financial results as filed
with the SEC.

Consistent with the periods included in the projections, Raymond James used
estimated calendar year 2025 as the final year for the analysis and applied
multiples, ranging from 10.4x to 12.4x for 1st Constitution and 12.8x to 14.8x
for Lakeland, to estimated calendar year 2025 earnings in order to derive a
range of estimated terminal values for each of 1st Constitution and Lakeland in
2025. Raymond James arrived at this multiple range for Lakeland by using the
median of the historical 5-year price to next twelve month EPS multiple for the
NASDAQ Bank Index of approximately 13.8x and added 1.0x to get the high of that
range and subtracted 1.0x to get the low of that range. Raymond James arrived at
this multiple range for 1st Constitution by using the median of the historical
5-year price to next twelve month EPS multiple for the SNL US Bank $1B - $5B
(total assets) index of approximately 11.4x and added 1.0x to get the high of
that range and subtracted 1.0x to get the low of that range. Raymond James
arrived at its discount rate range by using the Modified CAPM (Capital Asset
Pricing Model) methodology as presented in the 2020 Duff & Phelps Valuation
Handbook to estimate 1st Constitution's discount rate at approximately 12.25%
and Lakeland's discount rate at approximately 11.42% and then added 1.0% to get
the high of that range and subtracted 1.0% to get the low of that range of
estimated discount rates.

The disclosure under the heading "Description of the Merger-Opinion of 1st
Constitution's Financial Advisor-Material Financial Analyses-Selected Companies
Analysis" is hereby revised by deleting the first sentence of the second full
paragraph on page 77 of the joint proxy statement/prospectus and replacing it
with the following:

Raymond James calculated various financial multiples, as set forth below, for each selected company, including closing price per share on July 9, 2021 compared to (i) basic





                                       9

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tangible book value per share at March 31, 2021 as shown by S&P Global Market
Intelligence; (ii) core earnings per share for the twelve months ended March 31,
2021, with core being defined as net income before extraordinary items, less net
income attributable to non-controlling interest, gain on sale of securities,
amortization of intangibles, goodwill, and nonrecurring items, as defined by S&P
Global Market Intelligence; and (iii) consensus forward operating earnings per
share for the 2021 fiscal year based on S&P Global Market Intelligence data.

The disclosure under the heading "Description of the Merger-Opinion of 1st
Constitution's Financial Advisor-Material Financial Analyses-Selected Companies
Analysis" is hereby supplemented by adding the following table after the second
sentence of the second full paragraph on page 77 of the joint proxy
statement/prospectus:



                                                                        Price /            Price /
                                                   Price / TBV        LTM Core EPS        2021E EPS
Selected Companies for Lakeland
First Commonwealth Financial Corporation (FCF)              173                11.5             10.3
Flushing Financial Corporation (FFIC)                       104                10.5              8.8
Tompkins Financial Corporation (TMP)                        188                12.0             12.8
The Bancorp, Inc. (TBBK)                                    223                14.4             13.1
Univest Financial Corporation (UVSP)                        139                 9.4              9.1
Peapack-Gladstone Financial Corporation (PGC)               121                13.1             11.2
Financial Institutions, Inc. (FISI)                         124                 8.2              8.0
Selected Companies for 1st Constitution
BCB Bancorp, Inc. (BCBP)                                    103                12.6              8.4
Howard Bancorp, Inc. (HBMD)                                 115                18.6             13.0
Citizens & Northern Corporation (CZNC)                      163                16.1             12.3
The Community Financial Corporation (TCFC)                  109                10.3              8.8
Evans Bancorp, Inc. (EVBN)                                  130                10.1             10.0
Shore Bancshares, Inc. (SHBI)                               110                12.1             13.9
Unity Bancorp, Inc. (UNTY)                                  129                 9.0              7.4
Penns Woods Bancorp, Inc. (PWOD)                            113                11.4               -
First United Corporation (FUNC)                             100                 6.8              6.3
The Bank of Princeton (BPRN)                                 97                12.2              9.6
Franklin Financial Services Corporation (FRAF)              107                 8.9               -
FNCB Bancorp, Inc. (FNCB)                                    94                 8.8               -




                                       10

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The disclosure under the heading "Description of the Merger-Opinion of 1st Constitution's Financial Advisor-Material Financial Analyses-Selected Transactions Analysis" is hereby revised by deleting the first sentence of the first full paragraph on page 79 of the joint proxy statement/prospectus and replacing it with the following:

Raymond James examined valuation multiples, as set forth below, of transaction
value compared to the target companies' (i) basic tangible book value per share
at March 31, 2021; (ii) LTM core earnings per share; and (iii) premium to
tangible book value divided by core deposits (calculated as total deposits less
time deposits greater than $100,000), in each case as shown by S&P Global Market
Intelligence.



                                                                                           TV /
                                                                                           LTM        Premium
                                                               Transaction      TV /       Core       to Core
                                            Closing Date       Value ($M)        TBV       EPS        Deposits
Selected National Transactions
Columbia Banking System, Inc. (WA) / Bank
of Commerce Holdings (CA)                       10/1/2021             268.8       166       14.7            7.1
First Foundation Inc. (TX) / TGR
Financial, Inc. (FL)                              Pending             295.1       180       17.2            7.4
United Bankshares, Inc. (WV) / Community
Bankers Trust Corporation (VA)                    Pending             305.3       177       14.2           11.7
First Bancorp (NC) / Select Bancorp, Inc.
(NC)                                           10/15/2021             314.3       187       23.8           11.0
Enterprise Financial Services Corp (MO) /
First Choice Bancorp (CA)                       7/21/2021             403.9       200       13.5           13.1
Nicolet Bankshares, Inc. (WI) / Mackinac
Financial Corporation (MI)                       9/3/2021             248.3       173       18.3             NA
VyStar Credit Union (FL) / Heritage
Southeast Bancorporation Inc. (GA)                Pending             194.4       183       43.6            7.4
Peoples Bancorp Inc. (OH) / Premier
Financial Bancorp, Inc. (WV)                    9/17/2021             292.4       141       12.9             NA

. . .

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