8-K
Magyar Bancorp, Inc. (MGYR)
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 14, 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 File No.) | (I.R.S. Employer<br><br> Identification 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 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:
| Common stock, $0.01 par value per share | MGYR | The Nasdaq Stock Market LLC |
|---|---|---|
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
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 14, 2021, Magyar Bancorp, Inc. (the “Company”) issued a press release to announce the closing, effective after the close of business on that date, of the previously reported conversion of Magyar Bancorp, MHC from a mutual holding company to a stock holding company and the related stock offering conducted by the Company. For additional information, reference is made to the press release dated July 14, 2021, which is attached as an exhibit hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |
|---|---|---|
| Exhibit No. | Description | |
| 99.1 | Press release dated July 14, 2021 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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: July 14, 2021 | By: | /s/ John S. Fitzgerald |
| John S. Fitzgerald | ||
| President and Chief Executive Officer |
Exhibit 99.1
News
400 Somerset St., New Brunswick, NJ 08901
732.342.7600
MAGYAR BANCORP, INC. ANNOUNCES COMPLETION OF CONVERSION AND RELATED STOCK OFFERING
New Brunswick, New Jersey, July 14, 2021 — Magyar Bancorp, Inc. (NASDAQ: MGYR) (the “Company”), parent company of Magyar Bank, announced that Magyar Bancorp, MHC (the “MHC”), effective following the close of business today, 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 MHC ceased to exist effective upon the closing of the Conversion.
The results of the stock offering were previously reported in the Company’s press release dated July 12, 2021. Approximately 7,098,070 shares of Company common stock are outstanding as a result of the Conversion, before taking into account adjustments for fractional shares.
The shares of the Company’s common stock currently trade on the Nasdaq Global Market under the symbol “MGYR” and will continue to trade on the Nasdaq Global Market under the symbol “MGYR.”
Purchasers may confirm their allocations online at https://allocations.kbw.com or by contacting the Stock Information Center at (877) 643-8198 between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday, except on bank holidays.
The Company’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), expects to mail Direct Registration System (“DRS”) Book-Entry statements for shares purchased in the subscription offering and refund and interest checks on or about July 14, 2021.
Luse Gorman, PC has acted as legal counsel to the Company, the MHC and Magyar Bank. Keefe, Bruyette & Woods, Inc., a Stifel Company, has acted as marketing agent for the Company in connection with the subscription offerings, and Goodwin Procter LLP has acted as legal counsel to Keefe, Bruyette & Woods, Inc., a Stifel Company.
Legal Disclosures
A registration statement relating to the Company’s common stock has been filed with the Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock.
1
The shares of the Company’s common stock are not savings accounts or savings deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental 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: risks 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 Magyar Bancorp, Inc.
Magyar Bancorp is the parent company of Magyar Bank, a community bank headquartered in New Brunswick, New Jersey. Magyar Bank has been serving families and businesses in Central New Jersey since 1922 with a complete line of financial products and services. Magyar operates seven branch locations in New Brunswick, North Brunswick, South Brunswick, Branchburg, Bridgewater, and Edison (2). Please visit us online at www.magbank.com.
2