UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No.1

           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal ended December 31, 2014.
OR

           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number:   001-36702

MELROSE BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland
  
47-0967316
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification Number)

638 Main Street, Melrose, Massachusetts
  
02176
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code:  (781) 665-2500

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share
  
The NASDAQ Stock Market LLC
(Title of each class to be registered)
  
(Name of each exchange on which
each class is to be registered)

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES __      NO X

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES __   NO X

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES X       NO __
 
 
 
 
 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  YES X      NO __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ___                                                                 Accelerated filer  ___

Non-accelerated filer  ___                                                                        Smaller reporting company  X
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).  YES      NO X

There was no outstanding voting common equity of the Registrant as of June 30, 2014.  The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price on October 22, 2014 ($13.05), the first date of trading in the common stock, was approximately $28.5 million.

As of March 25, 2015, there were 2,829,579 issued and outstanding shares of the Registrant’s Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

 
 
 

Explanatory Note

This Form 10-K/A is being filed as an amendment (“Amendment No. 1”) to the Annual Report on Form 10-K of Melrose Bancorp, Inc. for the year ended December 31, 2014 (the “Original Filing”), filed with the Securities and Exchange Commission on March 27, 2015.  The sole purpose of filing this Amendment No. 1 is to replace the beneficial ownership table in Item 12, Security Ownership and Certain Beneficial Owners and Management and Related Stockholder Matters. Item 12 is being re-filed in this Amendment No. 1 in its entirety pursuant to Securities Exchange Act Rule 12b-15. No other changes have been made to Item 12 or to the Original Filing.

  3
 
 


 
 
ITEM 12.         Security Ownership and Certain Beneficial Owners and Management and Related Stockholder Matters
 
Persons and groups who beneficially own in excess of five percent of the Company’s common stock are required to file certain reports with the Securities and Exchange Commission (the “SEC”) regarding such ownership.  The following table sets forth, as of December 31, 2014 the shares of common stock beneficially owned by the Company’s named executive officers and directors individually, by executive officers and directors as a group, and by each person or group known by us to beneficially own in excess of five percent of the Company’s common stock.
 
Name and Address of
Beneficial Owners
Amount of Shares
Owned and Nature
of Beneficial Ownership (1)
Percent of Shares
of Common Stock Outstanding
     
Five Percent Stockholders:
    
     
Melrose Employee Stock Ownership Plan
638 Main Street
Melrose, Massachusetts 02176
    226,366
8.0%
     
Directors and Executive Officers: (2)
    
     
Candy Brower
    27,500
 *
Jeffrey D. Jones
    41,481
 1.5
Frank Giso III
    39,000
 1.4
William C. Huntress, III
    40,000
 1.4
Elizabeth McNelis
    30,800
 1.1
F. Peter Waystack
    40,000
 1.4
Alan Whitney
    33,100
 1.2
Diane Indorato
    33,438
 1.2
James Oosterman
    40,779
 1.4
     
All Directors and Executive Officers
as a Group (9 persons)
    326,098
11.5%

 
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table, of any shares of Common Stock if he or she has shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the Record Date.  As used herein, “voting power” is the power to vote or direct the voting of shares, and “investment power” is the power to dispose or direct the disposition of shares.  The shares set forth above for directors and executive officers include all shares held directly, as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting and investment power.
 
(2)The business address of each director and executive officer is 638 Main Street, Melrose, Massachusetts 02176.
*
Less than 1%.
 

 

 
  4
 

Signatures

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

                                      
  Melrose Bancorp, Inc.  
       
Date: April 16, 2015
By:
/s/  Jeffrey D. Jones  
    Jeffrey D. Jones   
    President and Chief Executive Officer
(Duly Authorized Representative)
  
   
 
  
                                       
 



 



 
EXHIBIT 31.1

 
CERTIFICATION PURSUANT TO
 
18 U.S.C. SECTION 1350,
 
AS ADOPTED PURSUANT TO SECTION
 
302 OF THE SARBANES-OXLEY ACT OF 2002
 
 
 
 
 
Certification of Chief Executive Officer
 
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Jeffrey D. Jones, certify that:
 
1.  
I have reviewed this annual report on Form 10-K of Melrose Bancorp, Inc.;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.  
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
a)  
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)  
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
c)  
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
 
a)  
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)  
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


 

       
April 16, 2015    /s/  Jeffrey D. Jones  
    Jeffrey D. Jones  
    President and Chief Executive Officer  



 
 
EXHIBIT 31.2

 
CERTIFICATION PURSUANT TO
 
18 U.S.C. SECTION 1350,
 
AS ADOPTED PURSUANT TO SECTION
 
302 OF THE SARBANES-OXLEY ACT OF 2002
 
 
 


 
Certification of Chief Financial Officer
 
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Diane Indorato, certify that:
 
1.  
I have reviewed this annual report on Form 10-K of Melrose Bancorp, Inc.;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.  
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
a)  
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)  
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
c)  
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.  
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
 
a)  
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)  
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 




       
April 16, 2015   /s/ Diane Indorato  
    Diane Indorato  
    Senior Vice President and Chief Financial Officer  




EXHIBIT 32

CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 
 
 
 
Certification pursuant to
18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

Jeffrey D. Jones, President and Chief Executive Officer and Diane Indorato, Senior Vice President and Chief Financial Officer of Melrose Bancorp, Inc. (the “Company”) each certify in their capacity as officers of the Company that they have reviewed the Annual Report of the Company on Form 10-K for the year ended December 31, 2014 and that to the best of their knowledge:

(1)  
the Report fully complies with the requirements of Sections 13(a) of the Securities Exchange Act of 1934; and

(2)  
the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

       
April 16, 2015   /s/ Jeffrey D. Jones  
    Jeffrey D. Jones  
    President and Chief Executive Officer  




       
April 16, 2015   /s/ Diane Indorato  
    Diane Indorato  
    Senior Vice President and Chief Financial Officer  

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