Cullman Bancorp, Inc 8-K, filed May 26, 2021
Cullman Bancorp, Inc. (CULL)
8-K
2021-05-26
For: 2021-05-24
View Original
Added on
April 06, 2026
About this 8-K
Cullman Bancorp, Inc filed this 8-K on May 26, 2021, reporting on events of May 24, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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 24, 2021
CULLMAN BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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333-254220
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61-1990996
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.) |
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316 Second Avenue, SW, Cullman, Alabama
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35055
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (256) 734-1740
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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None
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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 company ☒
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 8.01 Other Events
On May 24, 2021, Cullman Bancorp, Inc. issued a press release announcing that the stock offering being conducted in connection with the mutual-to-stock conversion of Cullman Savings
Bank, MHC had commenced. A copy of the press release is filed as Exhibit 99.1 to this current report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
| 99.1 |
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.
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CULLMAN BANCORP, INC.
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DATE: May 26, 2021
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By:
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/s/ John A. Riley, III
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John A. Riley, III
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President and Chief Executive Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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Contact:
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John A. Riley, III
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President and Chief Executive Officer
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Telephone:
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(256) 734-1740
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CULLMAN BANCORP, INC.
ANNOUNCES COMMENCEMENT OF STOCK OFFERING
Cullman, Alabama, May 24, 2021 — Cullman Bancorp, Inc.
(the “Company”) (OTC Pink: CULL), the holding company for Cullman Savings Bank (the “Bank”), announced today that Cullman Bancorp, Inc., a newly formed Maryland corporation
that is the proposed successor holding company of the Bank (“New Cullman”), is commencing its stock offering in connection with the proposed conversion of Cullman Savings Bank, MHC (the “MHC”) from the mutual holding company structure to the fully
stock holding company form of organization.
New Cullman is offering for sale up to 3,748,853 shares, subject to increase to up to 4,311,181 shares, of common stock at a purchase price of $10.00 per
share. The shares will be offered in a subscription offering to certain depositors of the Bank and to the Bank’s employee stock ownership plan. Shares of common stock that are not subscribed for in the subscription offering may be offered for sale
to members of the general public in a community offering, with preference given to residents of Cullman County, Alabama.
The subscription and community offerings are being managed by Raymond
James & Associates, Inc. All questions concerning the offering or requests for offering materials should be directed to the Stock Information Center at (888)
317-2811. The Stock Information Center, located at 307 Fourth Street SW, Cullman, Alabama,
will be open Monday through Friday from 8:30 a.m. to 4:30 p.m., Central Time, beginning May 24, 2021 through June 17, 2021, the scheduled expiration date of the subscription offering. The Stock Information Center will be closed on bank
holidays.
New Cullman must sell at least 2,770,891 shares of its common stock in the offering. Completion of the conversion and offering is also subject to the receipt of final regulatory approvals, the approval of the Company’s stockholders and the
MHC’s members and other customary closing conditions.
This release is neither an offer to sell nor a solicitation of an offer to buy common stock. The
offer is made only by the prospectus when accompanied by a stock order form. The shares of common stock of the new holding company are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance
Corporation or any other government agency.
Forward-Looking Statements
Certain statements contained herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such
statements may be identified by words such as “may,” “will,” “would,” “intend,” “believe,” “expect,” “plan,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. These statements are based upon the current beliefs and expectations of Company management and are subject to significant risks and uncertainties. Actual results may differ materially from those
set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to: the failure to obtain the final approval of the Board of Governors of the
Federal Reserve for the proposed conversion and related stock offering, delays in obtaining such approvals, or adverse conditions imposed in connection with such approvals; failure to obtain stockholder and/or member approval of the conversion; those
related to the real estate and economic environment, particularly in the market areas in which the Company operates; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including
regulatory compliance costs and capital requirements; fluctuations in the adequacy of loan loss reserves; decreases in deposit
levels necessitating increased borrowing to fund loans and investments; the
effects of any pandemic, including COVID-19; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; the risk that the Company may not be successful in the implementation of its business strategy; changes
in prevailing interest rates; credit risk management; asset-liability management; and other risks described in the Company’s filings with the Securities and Exchange Commission, which are available at the SEC’s website, www.sec.gov.
The Company wishes to caution readers not to place undue
reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above or other factors could affect the Company’s financial performance and could cause the
Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically disclaims any obligation
to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
About Cullman Bancorp, Inc.
The Company is a federal corporation based in Cullman, Alabama. The Company’s banking subsidiary, Cullman Savings Bank, opened in 1887 and currently operates
three full-service offices in Cullman, Alabama and one full-service office in Hanceville, Alabama.