.As filed with the Securities and Exchange Commission on July 27, 2015.
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| MSB FINANCIAL CORP. |
| (Exact name of registrant as specified in its charter) |
| Maryland | | 34-1961437 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| 1902 Long Hill Road, Millington, New Jersey | 07946 |
| (Address of principal executive offices) | (Zip Code) |
| Millington Savings Bank Savings Plan |
| (Full Title of the Plan) |
Michael A. Shriner, President 1902 Long Hill Road Millington, New Jersey 07946 (908) 647-4000 |
| (Name, address and telephone number, including area code, of agent for service) |
Copies to: Richard Fisch, Esq. James C. Stewart, Esq. Joan S. Guilfoyle, Esq. Jones Walker, LLP 1227 25th Street, N.W. Suite 200 West Washington, D.C. 20037 (202) 434-4660 |
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| | Large accelerated filer o | | Accelerated filer o |
| | Non-accelerated filer o (Do not check if a smaller reporting company) | | Smaller reporting company x |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | | Amount to be Registered (1) | | Proposed Maximum Offering Price Per Share (2) | | Proposed Maximum Aggregate Offering Price (2) | | Amount of Registration Fee |
| Common Stock $0.01 par value | | 10,000 | | $11.71 | | $117,100 | | $13.61 |
| (1) | Together with an indeterminate number of shares which may be necessary to adjust the number of additional shares of Common Stock reserved for issuance pursuant to the Plan and being registered herein, as the result of a stock split, stock dividend, reclassification, recapitalization, or similar adjustment(s) of the Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan as described herein. |
| (2) | Estimated solely for the purpose of calculating the registration fee and calculated pursuant to Rule 457(c) based on the average of the high and low sales prices for the Common Stock of the Registrant as reported on the NASDAQ Global Market on July 24, 2015. |
This Registration Statement shall become effective automatically upon the date of filing, in accordance with Rule 462(a) under the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
*The documents containing the information required by Part I of this Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. Such documents are not filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on Rule 428. These documents, and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Registrant. MSB Financial Corp. (the “Company”) is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, accordingly, files periodic reports and other information with the Commission. Reports, proxy statements and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at prescribed rates) from the Commission’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this Registration Statement by reference:
(a) The description of the Company’s securities contained in the Company’s Current Report on Form 8-K, as filed with the Commission on July 16, 2015 and any amendment or report filed thereafter for the purposes of updating such description.
(b) The Company’s Prospectus (File No. 333-262573), as filed with the Commission under Rule 424(b) on May 29, 2015;
(c) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 as filed with the Commission on June 29, 2015; and
(d) Each of the Company’s Current Reports on Form 8-K filed with the Commission on May 20, May 29, 2015, June 23, 2015 (Form 8-K/A), July 15, 2015 and July 16, 2015, respectively.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, 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 shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained 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 or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
The Plan. Millington Savings Bank Savings Plan (the “Plan”) was previously subject to the reporting requirements of Section 15(d) of the Exchange Act. The Plan filed an Annual Report on 11-K for the year ended December 31, 2014 with the Commission on June 24, 2015, which is hereby incorporated by reference herein. All documents subsequently filed by the Plan pursuant to Section 15(d) of the Exchange Act, 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 shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article Ninth of the Articles of Incorporation of MSB Financial Corp. (the “Corporation”), a Maryland corporation provides 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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
For a list of all exhibits filed or included as part of this Registration Statement, see “Index to Exhibits” at the end of this Registration Statement.
In lieu of an opinion of counsel concerning the Plan’s compliance with the requirements of ERISA, the Company hereby undertakes that it has submitted the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
(a) 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;
(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;
(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.
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do no apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.
(c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
(d) 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 whether such indemnification by it is against public policy expressed in the 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, the Registrant 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 Millington, New Jersey, on the 27th day of July, 2015.
| | MSB FINANCIAL CORP. |
| | By: | /s/ Michael A. Shriner |
| | | Michael A. Shriner |
| | | President and Chief Executive Officer (Duly Authorized Representative) |
POWER OF ATTORNEY
We, the undersigned directors and officers of MSB Financial Corp., do hereby severally constitute and appoint Michael A. Shriner as our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below and to execute any and all instruments for us and in our names in the capacities indicated below which said Michael A. Shriner may deem necessary or advisable to enable MSB Financial Corp., to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-8 relating to the registrant, including specifically, but not limited to, power and authority to sign, for any of us in our names in the capacities indicated below, the Registration Statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said Michael A. Shriner shall 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 below by the following persons in the capacities indicated as of the date indicated.
/s/ Michael A. Shriner | | /s/ Gary T. Jolliffe |
Michael A. Shriner President, Chief Executive Officer and Director (Principal Executive Officer) | | Gary T. Jolliffe Director |
Date: | July 27, 2015 | | Date: | July 27, 2015 |
/s/ Donald J. Musso | | /s/ E. Haas Gallaway, Jr. |
Donald J. Musso Director | | E. Haas Gallaway, Jr. Director |
Date: | July 27, 2015 | | Date: | July 27, 2015 |
/s/ W. Scott Gallaway | | /s/ Thomas G. McCain |
W. Scott Gallaway Director | | Thomas G. McCain Director |
Date: | July 27, 2015 | | Date: | July 27, 2015 |
/s/ Ferdinand J. Rossi | | /s/ Robert G. Russell, Jr. |
Ferdinand J. Rossi Director | | Robert G. Russell, Jr. Senior Vice President and Acting Chief Financial Officer (Principal Financial and Accounting Officer) |
Date: | July 27, 2015 | | Date: | July 27, 2015 |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the plan administrator of the Millington Savings Bank Savings Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Millington, New Jersey on this 27th .day of July, 2015.
| | MILLINGTON SAVINGS BANK SAVINGS PLAN |
| | | |
| | | |
| | | |
| | By: | /s/ Michael A. Shriner |
| | | Michael A. Shriner |
| | | Its President |
| | | |
| | On behalf of Millington Savings Bank as Plan Administrator |
INDEX TO EXHIBITS
Exhibit | Description |
| | |
| 3.1 | Amended Articles of Incorporation of MSB Financial Corp. (incorporated by reference from Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 (File No. 333-202573)) |
| | |
| 3.2 | Bylaws of MSB Financial Corp. (incorporated by reference from Exhibit 3.2 to Registrant’s Registration Statement on Form S-1 (File No. 333-202573)) |
| | |
| 4.1 | Millington Savings Bank Savings Plan Plan Document |
| | |
| 5.1 | Opinion as to legality |
| | |
| 5.2 | Favorable determination letter dated November 27, 2001, confirming that the Plan is qualified under Section 401 of the Internal Revenue Code of 1986, as amended |
| | |
| 23.1 | Consent of Jones Walker, LLP (included in their opinion filed as Exhibit 5.1) |
| | |
| 23.2 | Consent of BDO USA, LLP |
| | |
| 24.1 | Power of Attorney (included as part of signature page) |
