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): June 25, 2004 MONADNOCK COMMUNITY BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Federal 000-50810 42-1634975 -------------------------- --------------------- -------------- (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) One Jaffrey Road, Peterborough, NH 03458 - ----------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (603) 924-9654 -------------- Not Applicable (Former name or former address, if changed since last report) Items 5. Other Events On June 25, 2004, Monadnock Community Bancorp, Inc. (the "Registrant") issued a press release reporting that it expected to complete its initial stock offering on June 28, 2004. The Registrant sold 422,834 shares of common stock at $8.00 per share in a subscription offering. In addition, the Registrant issued 516,797 shares to Monadnock Mutual Holding Company. The shares of the Registrant will trade on the OTC Bulletin Board under the symbol "MNCK." Item 7. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description 99 Press release dated June 25, 2004 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. MONANDOCK COMMUNITY BANCORP, INC. DATE: June 28, 2004 By:/s/ William M. Pierce, Jr. --------------------------------- William M. Pierce, Jr. President and Chief Executive Officer EXHIBIT INDEX The following exhibit is filed as part of this report: Exhibit No. Description 99 Press release dated June 25, 2004 PRESS RELEASE For more information FOR IMMEDIATE RELEASE contact: William M. Pierce, Jr. Peterborough, New Hampshire President and Chief Executive Officer June 25, 2004 (603) 924-9654 MONADNOCK COMMUNITY BANCORP, INC. ANNOUNCES UPCOMING CLOSING OF MUTUAL HOLDING COMPANY REORGANIZATION AND STOCK OFFERING PETERBOROUGH, NEW HAMPSHIRE June 25, 2004 - The Board of Directors of Monadnock Community Bank announced today that the Bank's mutual holding company reorganization and the related subscription and community stock offering of shares of Monadnock Community Bancorp, Inc. stock are scheduled to close on June 28, 2004. Trading is expected to commence on Tuesday, June 29, 2004. Monadnock Community Bancorp, Inc., sold 422,834 shares of common stock at $8.00 per share. The shares will trade on the OTC Bulletin Board under the symbol "MNCK." William M. Pierce, President and Chief Executive Officer of the Bank said, "We are pleased by the outstanding support shown by the depositors of the Bank, who voted to approve our plan of reorganization, and we appreciated the confidence shown by customers who participated in our stock offering. We look forward to providing them with the kind of service and products they have come to expect from our Bank. We intend to use the proceeds of the offering to enhance our ability to continue and improve our service to the community by expanding our products and building our franchise and presence." Upon the closing, which has received final regulatory approval, the Bank will convert from a mutual savings bank to a capital stock savings bank, with the concurrent formation of Monadnock Community Bancorp, Inc. as the stock holding company of the Bank and the formation of Monadnock Mutual Holding Company as a mutual holding company. Public stockholders and the company's employee stock ownership plan will own the shares sold in the offering, which will represent 45% of Monadnock Community Bancorp, Inc.'s outstanding shares. The mutual holding company will own the remainder of the outstanding shares. The stock offering period ended on June 10, 2004. Ryan Beck & Co., Inc. served as financial advisor and marketing agent with regard to the offering. Luse Gorman Pomerenk & Schick, P.C. served as counsel to Monadnock Community Bank. The Bank and the holding companies are headquartered in Peterborough, New Hampshire, and normal business will be conducted without interruption at the Bank's office. The existing board of directors will serve all three entities. At March 31, 2004, Monadnock Community Bank had total assets of approximately $44.8 million, deposits of $33.6 million and total equity of $2.5 million. This news release contains certain forward-looking statements about the proposed stock issuance by Monadnock Community Bancorp, Inc. These include statements regarding the proposed offering and the anticipated consummation date of the transaction. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate" and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." Certain factors that could cause actual results to differ materially from expected results include delays in completing the offering, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business of the Bank and changes in the securities markets.