SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|Item 5.03|| |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 8, 2021, Magyar Bancorp, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware amendments to the Company’s Certificate of Incorporation (the “Amendments”). The Amendments, which were effective as of such date, were previously approved by stockholders of the Company at a Special Meeting of Stockholders.
The Amendments increase the number of shares of the Company’s capital stock from 9,000,000 (8,000,000 shares of common stock and 1,000,000 shares of preferred stock) to 14,500,000 (14,000,000 shares of common stock and 500,000 shares of preferred stock) and (2) provide that, unless the Company consents in writing to the selection of an alternative forum, a state or federal court in the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated by reference.
|Item 8.01|| |
On July 12, 2021, the Company announced the preliminary results of its subscription offering in connection with the mutual-to-stock conversion of Magyar Bancorp, MHC.
A copy of the press release is attached as Exhibit 99 to this Current Report
|Item 9.01|| |
Financial Statements and Exhibits
|3.1||Certificate of Amendment to Magyar Bancorp, Inc.’s Certificate of Incorporation|
|99||Press release dated July 12, 2021|
|104||Cover Page Interactive Data File (embedded within Inline XBRL document)|
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 12, 2021||By:|
|John S. Fitzgerald|
|President and Chief Executive Officer|