Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
05 Settembre 2019 - 5:01PM
Edgar (US Regulatory)
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):
September 4, 2019
FFBW, INC.
(Exact Name of Registrant as Specified in Charter)
Federal
|
|
001-38239
|
|
82-3027075
|
(State or Other Jurisdiction)
|
|
(Commission File No.)
|
|
(I.R.S. Employer
|
of Incorporation)
|
|
|
|
Identification No.)
|
1360 South Moorland Road, Brookfield, Wisconsin
|
|
53005
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant's telephone number, including area code: (262)
542-4448
Not Applicable
(Former name or former address, if changed since
last report)
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):
|
x
|
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))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
FFBW
|
|
The NASDAQ Stock Market, LLC
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On September 4, 2019, the Boards of Directors
of FFBW, MHC (the “Mutual Holding Company”), FFBW, Inc. (the “Company”) and First Federal Bank of Wisconsin
(the “Bank”) each adopted a Plan of Conversion and Reorganization of the Mutual Holding Company (the “Plan”)
pursuant to which the Mutual Holding Company will undertake a “second-step” conversion and cease to exist. The Bank
will reorganize from a two-tier mutual holding company structure to a fully public stock holding company structure. The Mutual
Holding Company currently owns approximately 54.1% of the shares of common stock of the Company.
Pursuant to the Plan, (i) the Bank will become
a wholly owned subsidiary of a Maryland stock corporation (the “New Holding Company”), (ii) the shares of common stock
of the Company held by persons other than the Mutual Holding Company (whose shares will be canceled) will be converted into shares
of common stock of the New Holding Company pursuant to an exchange ratio designed to preserve the percentage ownership interests
of such persons (excluding shares purchased in the stock offering described below and cash received in lieu of fractional shares,
and as adjusted to reflect certain assets held by the Mutual Holding Company), and (iii) the New Holding Company will offer and
sell shares of common stock representing the ownership interest of the Mutual Holding Company in a subscription offering. The
Plan is subject to regulatory approval as well as the approval of the members of the Mutual Holding Company (depositors and certain
borrowers of the Bank) and the Company’s stockholders (including the approval of a majority of the Company’s outstanding
shares of common stock held by persons other than the Mutual Holding Company).
Shares not subscribed for in the subscription
offering would be available for sale in a community offering and, if necessary, in a syndicated community offering. The number
and price of shares to be sold in the offering and the exchange ratio for current stockholders of the Company will be based on
an independent appraisal.
The foregoing summary of the Plan is not complete
and is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 2.1 to this Form 8-K
and which is incorporated herein by reference.
The Company announced the adoption of the Plan
in a press release dated September 4, 2019. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
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.
|
|
FFBW, INC.
|
|
|
|
DATE: September 5, 2019
|
By:
|
/s/ Edward H. Schaefer
|
|
|
Edward H. Schaefer
|
|
|
President and Chief Executive Officer
|
Grafico Azioni FFBW (NASDAQ:FFBW)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni FFBW (NASDAQ:FFBW)
Storico
Da Lug 2023 a Lug 2024