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): October 19, 2015
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NEW BANCORP, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Maryland
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000-55530
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46-3001280
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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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145 North Whittaker Street, New Buffalo, Michigan
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49117
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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: (269) 469-2222
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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Item 8.01 Other Events.
On October 19, 2015, New Bancorp, Inc. (the “Company”), a Maryland corporation and the holding company for New Buffalo Savings Bank (the “Bank”) announced that it completed its stock offering in connection with the mutual to stock conversion of the Bank, effective October 19, 2015. Shares of the Company’s common stock are expected to begin trading on October 20, 2015 on the OTC Pink Marketplace (www.otcmarkets.com) under the trading symbol “NWBB”.
In the offering, the Company sold 696,600 shares of its common stock, including 55,728 shares purchased by the Bank’s employee stock ownership plan, at a price of $10.00 per share, for gross offering proceeds of $6,966,000.
Direct Registration Statements reflecting the shares purchased in the stock offering are expected to be mailed to subscribers on or about October 20, 2015, and any interest checks due to subscribers are expected to be mailed on October 20, 2015. If you subscribed for stock and would like to confirm your purchase, please contact the Stock Information Center at (877) 892-9472 (toll free) from 10:00 a.m. until 4:00 p.m., Eastern time. You can also confirm your allocation online at https://allocations.kbw.com.
Keefe, Bruyette & Woods, Inc. (“KBW”) acted as selling agent in the subscription offering and as financial advisor to the Company and the Bank in connection with the mutual to stock conversion. Luse Gorman, PC served as legal counsel to the Company and the Bank.
Forward-Looking Statements
This Form 8-K contains forward-looking statements. 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 increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative or regulatory changes that could adversely affect the business in which the Company or the Bank are engaged.
Item 9.01 Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired. Not applicable.
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(b)
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Pro Forma Financial Information. Not applicable.
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(c)
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Shell Company Transactions. Not applicable.
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(d)
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Exhibits. Not applicable.
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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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New Bancorp, Inc.
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DATE: October 19, 2015
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By:
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/s/ Richard C. Sauerman
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Richard C. Sauerman
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President and Chief Executive Officer
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