As filed with the Securities and Exchange Commission on June 30, 2016 Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MB BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 47-1696350 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) |
1920 Rock Spring Road
Forest Hill, Maryland 21050
(410) 420-9600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
MB Bancorp, Inc.
2016 Equity Incentive Plan
(Full Title of the Plan)
| Copies to: | |
| Julia A. Newton | Joel Rappoport, Esq. |
| President and Chief Executive Officer | Suzanne A. Walker, Esq. |
| MB Bancorp, Inc. | Kilpatrick Townsend & Stockton LLP |
| 1920 Rock Spring Road | 607 14th Street NW |
| Forest Hill, Maryland 21050 | Washington, DC 20005 |
| (410) 420-9600 | (202) 508-5800 |
(Name, address, including zip code, and telephonenumber, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer¨ | Accelerated filer ¨ | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting companyx |
| Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (3) | Proposed Maximum Aggregate Offering Price (3) | Amount of Registration Fee (3) | ||||||||||||
| Common Stock $0.01 par value | 296,240 | (2) | $ | 13.45 | $ | 3,984,428 | $ | 402 | ||||||||
| (1) | Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the MB Bancorp, Inc. 2016 Equity Incentive Plan (the “Plan”) as the result of a stock split, stock dividend or similar adjustment to the outstanding common stock of MB Bancorp, Inc. (the “Common Stock”) pursuant to 17 C.F.R. §230.416(a). |
| (2) | Represents 211,600 shares which may be issued upon the exercise of stock options and 84,640 shares of Common Stock which will be distributed upon the vesting of restricted stock awards . |
| (3) | Calculated solely for the purpose of determining the registrant fee pursuant to Rules 457(c) and 457(h)(1) of the Securities Act. The proposed maximum aggregate offering price per share and the proposed maximum offering price are based on the average of the bid and ask price of the Common Stock as reported on OTC Bulletin Board on June 28, 2016. |
This Registration Statement shall become effective immediately upon filing in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), and 17 C.F.R. §230.462.
| PART I | INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS |
Items 1 & 2. The document containing the information for the MB Bancorp, Inc. 2016 Equity Incentive Plan (the “Plan”) specified by Part I of this Registration Statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1). Said document need not be filed with the Securities and Exchange Commission (the “SEC”) either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Said document and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement.
| PART II | INFORMATION REQUIRED IN THE REGISTRATION STATEMENT |
| Item 3. | Incorporation of Documents by Reference |
MB Bancorp, Inc.(the “Registrant” or the “Corporation”) hereby incorporates by reference into this Registration Statement the following documents filed by the Registrant with the SEC (excluding any portion of such documents that have been “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)):
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 29, 2016 (File No. 000-55341).
(b) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, as filed with the SEC on May 13, 2016 (File No. 000-55341).
(c) The Registrant’s Current Reports on Form 8-K as filed with the SEC on June 6, 2016, June 1, 2016, May 26, 2016, March 31, 2016 and March 4, 2016.
(d) The description of the Registrant's common stock contained in the Registrant’s Form 8-A 12 G (File No. 000-55341), as filed with the SEC on December 23, 2014.
(e) All documents filed by the Registrant, where applicable, pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold (in each case other than those portions furnished under Items 2.02. 7.01 and 9.01 of Form 8-K).
Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel |
Not applicable.
The validity of the Common Stock offered hereby has been passed upon for the Registrant by the firm of Kilpatrick Townsend & Stockton LLP.
| Item 6. | Indemnification of Directors and Officers |
The Articles of Incorporation of MB Bancorp, Inc. provide as follows:
NINTH: The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s Bylaws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the Articles of Incorporation of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. Any indemnification payments made pursuant to this Article NINTH are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)) and the regulations promulgated thereunder by the Federal Deposit Insurance Corporation (12 C.F.R. Part 359).
In accordance with Section 2-418 of the Maryland General Corporation Law, directors of the Company generally shall be indemnified in the defense of a proceeding if they are successful, on the merits or otherwise, and in other circumstances unless (i) the act or omission was material to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the director actually received an improper personal benefit, in money, property or services; or, (iii) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.
| Item 7. | Exemption from Registration Claimed |
Not applicable.
| Item 8. | Exhibits |
The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K).
List of Exhibits (filed herewith unless otherwise noted):
| 3.1 | Articles of Incorporation of MB Bancorp, Inc.(1) |
| 3.2 | Bylaws of MB Bancorp, Inc.(1) |
| 4.1 | Form of Stock Option Agreement |
| 4.2 | Form of Restricted Stock Award Agreement |
| 5.0 | Opinion of Kilpatrick Townsend & Stockton LLP as to the legality of the common stock to be issued |
| 10.1 | MB Bancorp, Inc. 2016 Equity Incentive Plan(2) |
| 23.1 | Consent of Kilpatrick Townsend & Stockton LLP (contained in the Opinion included as Exhibit 5) |
| 23.2 | Consent of Stegman & Company |
| 24 | Power of Attorney (contained on the signature page) |
| (1) | Incorporated herein by reference to the Company’s Registration Statement on Form S-1 (File No. 333-198700), as amended, initially filed with the Securities and Exchange Commission on September 12, 2014. |
| (2) | Incorporated herein by reference to Appendix A in the definitive proxy statement filed with the SEC on April 19, 2016. |
| Item 9. | Undertakings |
The undersigned Registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement unless the information or prospectus required by (i) and (ii) is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and |
| (4) | That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is |
| incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, MB Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Forest Hills, State of Maryland on June 30, 2016.
| MB BANCORP, INC. | ||
| By: | /s/ Julia A. Newton | |
| Julia A. Newton | ||
| President and Chief Executive Officer | ||
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Julia A. Newton as the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully, and to all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Julia A. Newton | President, Chief Executive | June 30, 2016 | ||
| Julia A. Newton | Officer and Director | |||
| (Principal executive officer) | ||||
| /s/ Robin L. Taylor | Vice President and Chief | |||
| Robin L. Taylor | Financial Officer | |||
| (Principal finance/accounting officer) | June 30, 2016 | |||
| /s/ Lawrence W. Williams | Chairman of the Board of Directors | June 30, 2016 | ||
| Lawrence W. Williams | ||||
| /s/ David A. Klunk | Director | June 30, 2016 | ||
| David A. Klunk |
| /s/ Barry A. Kuhne | Director | June 30, 2016 | ||
| Barry A. Kuhne | ||||
| /s/ Michael Nobile | Director | June 30, 2016 | ||
| Michael Nobile | ||||
| /s/ Randall S. Pace | Director | June 30, 2016 | ||
| Randall S. Pace | ||||
| /s/ William D. Schmidt, Sr. | Director | June 30, 2016 | ||
| William D. Schmidt, Sr. | ||||
| /s/ James R. Vittek | Director | June 30, 2016 | ||
| James R. Vittek | ||||
| /s/ Douglas Wilson | Director | June 30, 2016 | ||
| Douglas Wilson |
EXHIBIT INDEX
| Exhibit No. | Description | Method of Filing | ||
| 3.1 | Articles of Incorporation of MB Bancorp, Inc. | Incorporated herein by reference | ||
| 3.2 | Bylaws of MB Bancorp, Inc. | Incorporated herein by reference | ||
| 4.1 | Form of Stock Option Agreement | Filed herewith. | ||
| 4.2 | Form of Restricted Stock Award Agreement | Filed herewith. | ||
| 5.0 | Opinion of Kilpatrick Townsend & Stockton LLP | Filed herewith. | ||
| 10.1 | MB Bancorp, Inc. 2016 Equity Incentive Plan | Incorporated herein by reference. | ||
| 23.1 | Consent of Kilpatrick Townsend & Stockton LLP | Contained in the Opinion included as Exhibit 5. | ||
| 23.2 | Consent of Stegman & Company | Filed herewith. | ||
| 24.0 | Power of Attorney | Located on the signature page. |
