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 14, 2010
PEOPLES FEDERAL BANCSHARES, INC.
--------------------------------
(Exact Name of Registrant as Specified in Charter)
Maryland 333-165525 Applied For
- ----------------------------- --------------------- ------------------
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
Identification No.) of Incorporation)
435 Market Street, Brighton, Massachusetts 02135
- -------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 254-0707
--------------
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 May 14, 2010, Peoples Federal Bancshares, Inc. (the "Company"), Peoples
Federal MHC, Peoples Federal Bancorp, Inc. and Peoples Federal Savings Bank (the
"Bank" and collectively, the "Primary Parties") entered into an Agency Agreement
with Sandler O'Neill & Partners, L.P. ("Sandler"), who will act as financial
advisor during the Company's stock offering and assist in the marketing of the
Company's common stock during its stock offering.
For these services, Sandler will receive a fee of 1.00% of the aggregate
dollar amount of the shares of the Company's common stock sold in the
subscription and community offerings, excluding shares purchased by the Primary
Parties' officers, directors, employees or the immediate family of such persons
("Insiders"), including trusts of Insiders and the tax-qualified employee
benefit plans of the Primary Parties, and excluding shares contributed to a new
charitable foundation that is being formed by the Bank in connection with the
conversion and stock offering.
In the event that Sandler sells common stock through a group of
broker-dealers in a syndicated community offering, Sandler will receive a
management fee not to exceed 6.0% of the aggregate dollar amount of the common
stock sold in the syndicated community offering. This fee will be in addition to
the fee earned by Sandler in connection with the subscription and community
offerings set forth above. Of this amount, Sandler will pass on to selected
broker-dealers, who assist in the syndicated community offering, an amount
competitive with gross underwriting discounts charged at such time for
comparable amounts of stock sold at a comparable price per share in a similar
market environment.
The Company will also reimburse Sandler for its reasonable out-of-pocket
expenses associated with its marketing effort, including legal fees to be paid
to Sandler's counsel, not to exceed $170,000.
The shares of common stock are being offered pursuant to a Registration
Statement on Form S-1 (Registration No. 333-165525) filed by the Company under
the Securities Act of 1933, as amended, and a related prospectus dated May 14,
2010.
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
---------------------------------
(d) Exhibits
Exhibit Description
------- -----------
1.1 Agency Agreement dated May 14, 2010, by and among Peoples
Federal Bancshares, Inc., Peoples Federal MHC, Peoples
Federal Bancorp, Inc., Peoples Federal Savings Bank and
Sandler O'Neill & Partners, L.P.
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.
PEOPLES FEDERAL BANCSHARES, INC.
DATE: May 20, 2010 By: /s/ Maurice H. Sullivan, Jr.
------------------------------------
Maurice H. Sullivan Jr.
Chief Executive Officer