Prospectus Supplement No. 6 | Filed Pursuant to Rule 424(b)(3) |
(To Post-Effective Amendment No. 2 to | Registration No. 333-186128 |
Registration Statement on Form S-1 Dated June 19, 2013) |
Community Financial Shares, Inc.
Up to 19,684,700 Shares of Common Stock
This prospectus supplement relates to the offer and sale from time to time of up to 19,684,700 shares of common stock of Community Financial Shares, Inc., a Maryland corporation (the “Company”), by the selling stockholders named in the prospectus (the “Prospectus”) included in Registration Statement No. 333-186128. You should read this prospectus supplement in conjunction with the Prospectus, and this prospectus supplement is qualified in its entirety by reference to the Prospectus, except to the extent that the information contained in this prospectus supplement supersedes or supplements the information contained in the Prospectus.
This prospectus supplement includes the disclosure under “Item 3.02: Unregistered Sales of Equity Securities” and “Item 8.01: Other Events” in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2013 (the “Form 8-K”). The text of the Form 8-K is attached hereto.
Investing in our common stock involves risks, including the possible loss of principal. See “Risk Factors” beginning on page 8 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 1, 2013.
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 30, 2013
COMMUNITY FINANCIAL SHARES, INC.
(Exact name of registrant as specified in charter)
Maryland (State or other jurisdiction of incorporation) | 0-51296 (Commission File Number) | 36-4387843 (IRS Employer Identification No.) |
357 Roosevelt Road, Glen Ellyn, Illinois 60137
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (630) 545-0900
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:
[ ] 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 3.02 Unregistered Sales of Equity Securities.
On September 30, 2013, Community Financial Shares, Inc. (the “Company”), the parent company of Community Bank-Wheaton/Glen Ellyn, consummated its previously announced private placement offering, pursuant to which the Company issued 2,836,900 shares of common stock to accredited investors at a purchase price of $1.00 per share. In connection with the closing of the private placement offering, the Company also issued an additional 350,200 shares of common stock at a purchase price of $1.00 per share and 7,334 shares of Series D convertible noncumulative perpetual preferred stock at a purchase price of $100.00 per share to existing stockholders of the Company. The additional shares of common stock and preferred stock were issued to satisfy the exercise of non-dilution rights afforded to stockholders under the Company’s November 13, 2012 Securities Purchase Agreement. Including these anti-dilution shares, the Company raised aggregate proceeds of $3,920,500 in connection with the completion of the private placement offering.
Item 8.01 Other Events.
On September 30, 2013, the Company issued a press release announcing the consummation of the private placement offering and the issuance of the additional shares of common stock and preferred stock to satisfy the exercise of non-dilution rights afforded to stockholders under the Company’s November 13, 2012 Securities Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Number Description
99.1 Press Release dated September 30, 2013
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.
COMMUNITY FINANCIAL SHARES, INC. | |||
Date: September 30, 2013 | By: | /s/ Donald H. Wilson | |
Donald H. Wilson | |||
Chairman, President and Chief Executive Officer | |||
FOR IMMEDIATE RELEASE
Contact: Donald H. Wilson
Chairman, President and Chief Executive Officer
(630) 545-0900
COMMUNITY FINANCIAL SHARES, INC.
ANNOUNCES COMPLETION OF PRIVATE PLACEMENT OFFERING
September 30, 2013, Glen Ellyn, Illinois — Community Financial Shares, Inc., (the “Company”) (OTCQB: CFIS), the parent company of Community Bank-Wheaton/Glen Ellyn, announced today that the Company has consummated its previously announced private placement offering, pursuant to which the Company issued 2,836,900 shares of common stock to accredited investors at a purchase price of $1.00 per share. In connection with the closing of the private placement offering, the Company also issued an additional 350,200 shares of common stock at a purchase price of $1.00 per share and 7,334 shares of Series D convertible noncumulative perpetual preferred stock at a purchase price of $100.00 per share to existing stockholders of the Company. The additional shares of common stock and preferred stock were issued to satisfy the exercise of non-dilution rights afforded to stockholders under the Company’s November 13, 2012 Securities Purchase Agreement. Including these anti-dilution shares, the Company raised aggregate proceeds of $3,920,500 in connection with the completion of the private placement offering.
FIG Partners LLC served as placement agent to the Company in connection with the private placement offering.
About Community Financial Shares, Inc.
Community Financial Shares, Inc. is a bank holding company, headquartered in Glen Ellyn, Illinois, whose wholly-owned subsidiary, Community Bank-Wheaton/Glen Ellyn, is a state-chartered commercial bank insured by the FDIC. The Bank provides banking services common to the industry, including but not limited to, demand, savings and time deposits, loans, mortgage loan origination for investors, cash management, electronic banking services, internet banking services including bill payment, Community Investment Center services, and debit cards. The Company’s common stock is quoted on the OTCQB under the symbol “CFIS.” More information can be obtained by visiting the Company’s web site at www.cbwge.com (which is not a part of this press release).
Additional Information
Purchases of shares of common stock and Series D Preferred Stock by investors in the private placement offering discussed in this press release involve the sale of securities in private transactions, and such shares of common stock and Series D Preferred Stock have not been registered under the Securities Act of 1933.