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): January 13, 2020

 

FFBW, INC.

(Exact Name of Registrant as Specified in Charter)

 

Federal   001-38239   82-3027075
(State or Other Jurisdiction)   (Commission File No.)   (I.R.S. Employer
of Incorporation)   Identification No.)
 

 

1360 South Moorland Road, Brookfield, Wisconsin   53005
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant's telephone number, including area code: (262) 542-4448

 

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:

 

Title of each class  

Trading

Symbol(s)

  Name of each exchange on which registered
Common Stock, par value $0.01 per share   FFBW   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 x

 

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 January 13, 2020, FFBW, Inc., a federal corporation, announced the preliminary results of the subscription offering of FFBW, Inc., a Maryland corporation, in connection with the mutual-to-stock conversion of FFBW, MHC.

 

A copy of the press release is attached as Exhibit 99 to this Current Report

 

Item 9.01.Financial Statements and Exhibits

 

(d)Exhibits

 

Exhibit Description
   
99 Press release dated January 13, 2020

 

 

 

 

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.

 

  FFBW, INC.  
       
       
DATE: January 13, 2020 By: /s/ Edward H. Schaefer  
    Edward H. Schaefer  
    President and Chief Executive Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99

PRESS RELEASE

 

Contact: Edward H. Schaefer

President and Chief Executive Officer

(262) 542-4448

 

FOR IMMEDIATE RELEASE

 

 

FFBW, INC. ANNOUNCES

PRELIMINARY OFFERING RESULTS AND EXPECTED CLOSING DATE

 

Waukesha, Wisconsin – January 13, 2020 – FFBW, Inc., a federal corporation (“Old FFBW”) (Nasdaq: FFBW), the holding company for First Federal Bank of Wisconsin (the “Bank”), announced today that the offering of FFBW, Inc., a Maryland corporation, (“New FFBW”) being conducted in connection with the conversion of FFBW, MHC (the “MHC”) is expected to be completed at the maximum of the offering range (4,268,570 shares of common stock at $10.00 per share). The offering was oversubscribed by orders of eligible depositors as of June 30, 2018 and as a result subscribers in the offering will be allocated shares for which they subscribed pursuant to the procedures as described in the prospectus. The Bank’s employee stock ownership plan was unable to purchase shares in the offering and, as disclosed in the prospectus, it is expected to purchase up to 8% of the shares that were sold in the offering once New FFBW’s stock commences trading.

 

Pursuant to the exchange ratio and as disclosed in the prospectus, at the effective time of the conversion, each share of Old FFBW’s common stock, other than shares owned by the MHC, will be converted into 1.1502 shares of New FFBW common stock.

 

The closing of the offering and conversion remains subject to customary regulatory approvals and the satisfaction of customary closing conditions. Subject to receipt of those approvals and satisfaction of those conditions, Old FFBW anticipates closing the transaction on Thursday, January 16, 2020.

 

The shares of Old FFBW’s common stock will continue to trade on the Nasdaq Stock Market under the trading symbol “FFBW” through the closing of the market on the closing date of the conversion (i.e., Thursday, January, 16, 2020). It is anticipated that the shares of New FFBW common stock will begin to trade on the Nasdaq Capital Market under the same symbol “FFBW” beginning on Friday, January 17, 2020.

 

If you have any questions regarding the offering or the conversion, please call the Stock Information Center at (844) 977-0092. The Stock Information Center is open from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday.

 

 

 

 

Forward-Looking Statements

 

This press release contains certain forward-looking statements about the conversion and reorganization. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include: delays in consummation of the transactions contemplated by the Plan of Conversion and Reorganization; risks related to the real estate and economic environment, particularly in the market areas in which Old FFBW operates; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in Old FFBW’s and New FFBW’s filings with the Securities and Exchange Commission.

 

Old FFBW wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Old FFBW wishes to advise readers that the factors listed above could affect Old FFBW’s financial performance and could cause Old FFBW’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. Old FFBW does not undertake and specifically declines any obligation to publicly release the results of any revisions that 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.