Attached files
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EX-23.1 - EX-23.1 - Level One Bancorp Inc | a18-2775_9ex23d1.htm |
EX-5.1 - EX-5.1 - Level One Bancorp Inc | a18-2775_9ex5d1.htm |
As filed with the Securities and Exchange Commission on April 20, 2018.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LEVEL ONE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Michigan |
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6022 |
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71-1015624 |
(State or other jurisdiction of |
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(Primary Standard Industrial |
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(I.R.S. Employer |
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32991 Hamilton Court |
David C. Walker
Executive Vice President and Chief Financial Officer
Level One Bancorp, Inc.
32991 Hamilton Court
Farmington Hills, Michigan 48334
(248) 737-0300
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
John E. Freechack |
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Dave M. Muchnikoff |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-223866
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definition of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
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Accelerated filer o |
Non-accelerated filer x |
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
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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 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
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Title of each class of |
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Amount to be |
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Proposed maximum |
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Proposed maximum aggregate |
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Amount of registration |
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Common Stock, no par value per share |
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230,000 |
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$ |
28.00 |
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$ |
6,440,000 |
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$ |
801.78 |
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(1) Includes 30,000 shares of common stock that the underwriters have the option to purchase from the registrant to cover overallotments, if any. The 230,000 shares being registered under this registration statement are in addition to the 1,150,000 shares registered pursuant to the registrants Registration Statement on Form S-1 (File No. 333-223866).
(2) Based on the public offering price.
(3) The registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth above by a wire transfer of such amount to the Securities and Exchange Commissions account at U.S. Bank as soon as practicable (but no later than the close of business as of April 20, 2018), (2) it will not revoke such instructions and (3) it has sufficient funds in the relevant account to cover the amount of such filing fee.
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Level One Bancorp, Inc. (the Registrant). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrants Registration Statement on Form S-1 (File No. 333-223866), originally filed with the Commission on March 23, 2018, as amended (together with its exhibits, the Prior Registration Statement), which was declared effective by the Commission on April 19, 2018.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by 230,000 shares. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
EXHIBIT INDEX
Exhibit |
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Description |
5.1 |
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23.1 |
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23.2 |
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Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included as part of Exhibit 5.1). |
24.1 |
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Farmington Hills, State of Michigan, on April 20, 2018.
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LEVEL ONE BANCORP, INC. | |
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By: |
/s/ Patrick J. Fehring |
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Name: |
Patrick J. Fehring |
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Title: |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Patrick J. Fehring |
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Director, President and Chief Executive Officer |
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April 20, 2018 |
Patrick J. Fehring |
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(principal executive officer) |
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/s/ David C. Walker |
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Executive Vice President and Chief Financial Officer |
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April 20, 2018 |
David C. Walker |
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(principal financial officer) |
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/s/ Barbara A. Felts |
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Controller |
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April 20, 2018 |
Barbara A. Felts |
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(principal accounting officer) |
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Director |
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April 20, 2018 |
Barbara E. Allushuski |
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Director |
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April 20, 2018 |
Victor L. Ansara |
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Director |
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April 20, 2018 |
James L. Bellinson |
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Director |
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April 20, 2018 |
Michael A. Brillati |
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Director |
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April 20, 2018 |
Shukri W. David |
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Director |
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April 20, 2018 |
Thomas A. Fabbri |
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