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): May 15, 2017
EAGLE FINANCIAL BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | | 333-216576 | | 82-1340349 |
| (State or Other Jurisdiction) | | (Commission File No.) | | (I.R.S. Employer |
| of Incorporation) | | | | Identification No.) |
| 6415 Bridgetown Road, Cincinnati, Ohio | | 45248 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: (513) 574-0700
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry Into a Material Definitive Agreement |
On May 15, 2017, Eagle Financial Bancorp, Inc. (the “Company”) and Eagle Savings Bank (the “Bank”) entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (“KBW”), who will assist in the marketing of the Company’s common stock during its stock offering.
For its services in the subscription and community offering, KBW will receive a fee of $250,000 upon closing of the offering. In addition, KBW will receive a fee of $30,000 for records agent services and a reimbursement for out-of-pocket expenses and legal expenses related to marketing and records management services. No fee will be payable to KBW with respect to shares purchased by officers, directors, employees or their immediate families, or shares purchased by employee benefit plans. In the event a syndicated community offering is conducted, the Company will pay fees not to exceed 6.0% of the aggregate purchase price of all shares of common stock sold in the syndicated community offering.
The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-216576) filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated May 15, 2017.
The foregoing description of the terms of the Agency Agreement is qualified in its entirety by references to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit | | Description |
| | | |
| 1.1 | | Agency Agreement dated May 15, 2017, by and among the Company, the Bank and KBW |
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.
| | EAGLE FINANCIAL BANCORP, INC. |
| | | |
| DATE: May 18, 2017 | By: | /s/Gary J. Koester |
| | | Gary J. Koester |
| | | President and Chief Executive Officer |
