8-K - MGYR - Equibles

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANTTO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 31, 2021

MAGYAR BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51726	20-4154978
(State or Other Jurisdiction<br><br><br>of Incorporation)	(Commission<br><br><br>File No.)	(I.R.S. EmployerIdentification No.)
400 Somerset Street, New Brunswick, New Jersey		08901
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (732) 342-7600

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<br>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))
---	---

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br><br><br>Symbol(s)	Name of Each Exchange<br><br><br>on Which Registered
Common stock, $0.01 par value per share	MGYR	The Nasdaq Stock Market, LLC

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 5.04.	Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

Magyar Bancorp, Inc. (the “Company”) is moving the Magyar Bank 401(k) Profit Sharing Plan (the “401(k) Profit Sharing Plan”) to Principal^®^ as the third party recordkeeper and to Delaware Charter Guarantee & Trust Company dba Principal Trust Company, as Trustee. As a result of the planned move, there will be a blackout period beginning at the end of the day on April 30, 2021, and ending the week of May 23, 2021, during which participants in the 401(k) Profit Sharing Plan will be temporarily unable to make changes to their individual accounts, direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company, or obtain a loan or distribution from the Plan. Participants in the 401(k) Profit Sharing Plan were notified of the blackout period on March 31, 2021.

As a result of the foregoing, on March 31, 2021, the Company sent a Blackout Notice Concerning Limitations on Trading in Magyar Bancorp, Inc. (“Notice”) to its directors and executive officers informing them that a blackout period with respect to directors and executive officers is expected to be in effect beginning at the end of the day on April 30, 2021 and ending the week of May 23, 2021.

The Notice was provided to the Company’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this current Report on Form 8-K and incorporated by reference herein.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
---	---
Exhibit Number	Exhibit
---	---
99.1	Blackout Notice Concerning Limitations on Trading in Magyar Bancorp Inc. Equity Securities to Executive Officers and Directors of Magyar Bancorp, Inc.

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.

		MAGYAR BANCORP, INC.
DATE: April 6, 2021	By:	/s/ John S. Fitzgerald
		John S. Fitzgerald
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Black-Out Notice Concerning Limitations on

Trading in Magyar Bancorp, Inc. Equity Securities

To:	Executive Officers and Directors of Magyar Bancorp, Inc. (the “Company”)
From:	Michelle Foster, First Vice President, Human Resources Director
---	---
Date:	March 31, 2021
---	---
1.	As you may know, a “blackout period” will be imposed on trading in Magyar Bancorp, Inc. (the<br>“Company”) common stock due to the transition of the Magyar Bank 401(k) Profit Sharing Plan (the “401(k) Profit Sharing Plan”) from Transamerica to Principal^®^, which is<br>expected to be effective April 30, 2021. This blackout period, described in more detail below, is necessary in order to transfer the assets, recordkeeping and other services related to the 401(k) Profit Sharing Plan from Transamerica to<br>Principal^®^. Under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the executive officers and directors of the Company will generally be prohibited from engaging in transactionsinvolving Company equity securities (including options and other derivatives based on Company stock) during this blackout period.
---	---
2.	During the blackout period participants in the 401(k) Profit Sharing Plan will be temporarily unable to<br>(i) to make changes to their individual accounts, (ii) obtain distributions or loans from the 401(k) Profit Sharing Plan, or (iii) direct or diversify the assets held in their individual accounts.
---	---
3.	The blackout period is expected to begin at the end of the day on April 30, 2021, and be completed by the<br>week of May 23, 2021, provided, however, that the blackout period may be extended due to events that are beyond the control of the Company. We will notify you of any changes that affect the dates of the blackout period. In addition, you can<br>confirm the status of the blackout period by contacting Michelle Foster, First Vice President, Human Resources Director at mfoster@magbank.com or by calling (732) 342-7600 Ext. 108.
---	---
4.	Generally, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or<br>otherwise transferring any equity security of the Company that you acquired in connection with your service as an executive officer or director. “Equity securities” are defined broadly to include options and other derivatives. Covered<br>transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest.
---	---
5.	The prohibition covers securities acquired “in connection with service as a director or executive<br>officer.” This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, or a restricted stock grant), as a direct or indirect inducement to employment or joining the Board of<br>Directors, in transactions between the individual and the Company, and as director qualifying shares. Securities acquired outside of an individual’s service as a director or executive officer (such<br>
---	---
as shares acquired when the person was an employee but not yet an executive officer) are not covered. However, if you hold both covered shares and<br>non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all<br>related purposes (such as tax reporting and disclosure requirements).
---
6.	The following are examples of transactions that you may not engage in during the blackout period:<br>
---	---
•	Exercising stock options granted to you in connection with your service as a director or executive officer;<br>
---	---
•	Selling Company stock that you acquired by exercising options;
---	---
•	Selling Company stock that you originally received as a restricted stock grant.
---	---
7.	There are certain exemptions, including:
---	---
•	Purchases or sales under 10b5-1(c) trading plans (so long as you do not<br>make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout);
---	---
•	Bona fide gifts, bequests and transfers pursuant to domestic relations orders.
---	---
8.	If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the<br>transaction, and you are subject to civil and criminal penalties.
---	---

The rules summarized above are complex, and the criminal and civilpenalties that could be imposed upon executive officers and directors who violate them could be severe.

We therefore request that you contactMichelle Foster, First Vice President, Human Resources at mfoster@magbank.com or by calling (732) 342-7600 Ext. 108 before engaging in any transaction involving Company stock or derivatives based onCompany stock during the blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the blackout period.