UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No.1
For the fiscal ended December 31, 2014.
OR
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 ___
(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) | |||