Cullman Bancorp, Inc 8-K, filed Jul 16, 2021
Cullman Bancorp, Inc. (CULL)
8-K
2021-07-16
For: 2021-07-12
View Original
Added on
April 06, 2026
About this 8-K
Cullman Bancorp, Inc filed this 8-K on July 16, 2021, reporting on events of July 12, 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): July 12, 2021
CULLMAN BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-40607
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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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Common Stock, Par Value $0.01 Per Share
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CULL
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The Nasdaq Stock Market, LLC
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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 July 12, 2021, Cullman Bancorp, Inc. (“Old Cullman”) announced the expected closing date of the mutual-to-stock conversion of Cullman Savings Bank, MHC (the “Conversion”) and
related stock offering of Cullman Bancorp, Inc., a Maryland corporation (“New Cullman”).
On July 14, 2021, New Cullman announced that the Conversion and related stock offering were closed.
Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this current report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
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: July 16, 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 EXPECTED CLOSING DATE
Cullman, Alabama, July 12, 2021 — Cullman Bancorp, Inc. (the “Company”) (OTC Pink: CULL), the holding company for Cullman Savings Bank (the “Bank”), announced today that it has received all required
regulatory approvals for the conversion of Cullman Savings, MHC (the “MHC”) from the mutual holding company to the stock holding company form of organization (the “Conversion”). The closing of the Conversion and the related subscription offering is
expected to occur at the close of business on July 14, 2021, subject to customary closing conditions.
The Company’s stock is expected to cease trading at the close of business on July 14, 2021. The stock of Cullman Bancorp, Inc. (“New Cullman”), a newly formed Maryland corporation that is the proposed successor holding company of the Bank, is
expected to trade on the Nasdaq Capital Market under the trading symbol “CULL” beginning on July 15, 2021.
A total of 4,284,375 shares of common stock are expected to be sold in the subscription offering at a price of $10.00 per share. In addition, as part of the Conversion, each existing share of the Company’s common stock held by public stockholders
other than the MHC will be converted into the right to receive 2.8409 shares of New Cullman common stock; cash will be paid in lieu of any fractional shares. Approximately 7,406,000 shares of New Cullman common stock are expected to be outstanding
after the completion of the offering and the exchange, before taking into account adjustments for fractional shares.
The offering was oversubscribed by eligible account holders who had a first tier priority (those depositors having a qualifying deposit as of January 31, 2020) in the subscription offering, and the employee stock ownership plan. Accordingly,
shares will be allocated to first tier subscribers in accordance with the Plan of Conversion and Reorganization, as described in the Prospectus. No shares will be sold to other subscribers in the subscription offering. Eligible account holders
wishing to confirm their allocations may do so by contacting the Stock Information Center at (888) 317-2811. The Stock Information Center is open Monday through Friday between 8:30 a.m. and 4:30 p.m., Central Time.
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: 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.
EXHIBIT 99.2
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 COMPLETION OF STOCK OFFERING
AND RELATED CONVERSION
Cullman, Alabama, July 14, 2021 — Cullman Bancorp, Inc. (the “Company”) announced today that Cullman Savings Bank, MHC (the “MHC”) has completed its conversion from the mutual holding company to the stock
holding company form of organization (the “Conversion”), and the Company has completed its related stock offering. As a result of the closing of the Conversion, the Company is now the holding company for Cullman Savings Bank (the “Bank”). The
MHC and the Bank’s previous mid-tier holding company, also named Cullman Bancorp, Inc. (“Old Cullman”), ceased to exist effective upon the closing of the Conversion.
The results of the stock offering were previously reported in Old Cullman’s press release dated July 12, 2021. Approximately 7,406,000 shares of Company
common stock are outstanding as a result of the Conversion, before taking into account adjustments for fractional shares.
The Company’s common stock is expected to trade on the Nasdaq Capital Market under the trading symbol “CULL” beginning on July 15, 2021.
Book entry statements reflecting shares purchased in the offering are expected to be mailed to purchasers promptly following the closing. Persons wishing
to confirm their orders may contact the Stock Information Center at (888) 317-2811.
Raymond James & Associates, Inc. acted as selling agent for the Company in the conversion. Luse Gorman, PC acted as the Company’s legal counsel and
Kilpatrick Townsend & Stockton LLP acted as Raymond James & Associates, Inc.’s legal counsel.
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.
About Cullman Bancorp, Inc.
The Company is a Maryland 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.