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): December 31, 2009
ES BANCSHARES, INC.
-------------------
(Exact Name of Registrant as Specified in its Charter)
Maryland 000-52178 20-4663714
- ----------------------------- --------------------- -----------
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
68 North Plank Road, Newburgh, New York 12550
- --------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (845) 561-0003
--------------
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))
Item 1.01 Entry Into a Material Definitive Agreement
------------------------------------------
On December 31, 2009, ES Bancshares, Inc. (the "Company"), the parent
company of Empire State Bank, Newburgh, New York sold (the "Sale") 75,000 shares
of its common stock at a per share price of $5.00 for total aggregate gross
proceeds of $375,000 in a private placement offering. There were no underwriting
discounts or commissions paid in the Sale, and the Sale was made to accredited
investors (the "Investors") through a subscription agreement, attached hereto as
Exhibit 10.1.
The offer and sale of the common stock to the Investors was exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), under Section 4(2) of, and Regulation D under, the Securities
Act.
Item 3.02 Unregistered Sales of Equity Securities
---------------------------------------
The information provided in Item 1.01 is hereby incorporated by reference
to this Item 3.02.
Item 9.01 Financial Statements and Exhibits
---------------------------------
(d) Exhibits
Exhibit Description
------- -----------
10.1 Subscription Agreement
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.
ES BANCSHARES, INC.
DATE: January 6, 2010 By: /s/ Philip Guarnieri
----------------------------------
Philip Guarnieri
President and Co-Chief Executive Officer