0000909654-13-000363.txt : 20131126 0000909654-13-000363.hdr.sgml : 20131126 20131126161644 ACCESSION NUMBER: 0000909654-13-000363 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131126 DATE AS OF CHANGE: 20131126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY FINANCIAL SHARES INC CENTRAL INDEX KEY: 0001123735 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 364387843 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-190679 FILM NUMBER: 131244384 BUSINESS ADDRESS: STREET 1: 357 ROOSEVELT ROAD CITY: GLEN ELLYN STATE: IL ZIP: 60137 BUSINESS PHONE: 6305450900 MAIL ADDRESS: STREET 1: 357 ROOSEVELT ROAD CITY: GLEN ELLYN STATE: IL ZIP: 60137 424B3 1 commfin424b1nov26-13.htm commfin424b1nov26-13.htm
Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3)
  Registration No. 333-190679

 

Community Financial Shares, Inc.
Up to 1,622,100 Shares of Common Stock
 
This prospectus supplement relates to the offer and sale from time to time of up to 1,622,100 shares of common stock of Community Financial Shares, Inc., a Maryland corporation (the “Company”), by the selling stockholders named in the prospectus (the “Prospectus”) included in Registration Statement No. 333-190679.  You should read this prospectus supplement in conjunction with the Prospectus, and this prospectus supplement is qualified in its entirety by reference to the Prospectus, except to the extent that the information contained in this prospectus supplement supersedes or supplements the information contained in the Prospectus.
 
This prospectus supplement includes the disclosure under “Item 5.02: Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” in the Company’s  Current Report on Form 8-K/A filed with the Securities and Exchange Commission on November 22, 2013 (the “Form 8-K/A”).   The text of the Form 8-K/A is attached hereto.

Investing in our common stock involves risks, including the possible loss of principal.  See “Risk Factors” beginning on page 9 of the Prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete.  Any representation to the contrary is a criminal offense.
 
The date of this prospectus supplement is November 26, 2013.
 

 
 
 


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________________________

FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
______________________________


Date of Report (Date of earliest event reported): August 15, 2013


COMMUNITY FINANCIAL SHARES, INC.
(Exact name of registrant as specified in charter)

Maryland
(State or other jurisdiction of incorporation)
  
0-51296
(Commission File Number)
  
36-4387843
(IRS Employer Identification No.)

357 Roosevelt Road, Glen Ellyn, Illinois 60137
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (630) 545-0900

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:

[ ] 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))
 
 
 




 
EXPLANATORY NOTE

Community Financial Shares, Inc. (the “Company”) hereby amends Item 5.02 of the Company’s Current Report on Form 8-K, dated August 16, 2013, to read in its entirety as set forth below for the purpose of specifically disclosing that Scott W. Hamer was terminated as the President and Chief Executive Officer of the Company and Community Bank – Wheaton/Glen Ellyn (the “Bank”) effective as of August 15, 2013 in connection with the Company’s and the Bank’s previously announced management restructuring.
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
 
(b)-(c) On August 15, 2013, the Board of Directors of Community Financial Shares, Inc. (the “Company”) and Community Bank – Wheaton/Glen Ellyn (the “Bank”) appointed Donald H. Wilson as the President and Chief Executive Officer of the Company and the Bank effective as of August 15, 2013. As a result of the management restructuring, effective as of August 15, 2013, Scott W. Hamer, the former President and Chief Executive Officer of the Company and the Bank, was terminated by the Company or the Bank.

Mr. Wilson, age 53, has served as the Chairman of the Company’s and the Bank’s Board of Directors since April 2013 and will continue to serve in this capacity following his appointment as the President and Chief Executive Officer of the Company and the Bank. Mr. Wilson has also served as the Chairman and Chief Executive Officer of Stone Pillar Advisors, Ltd., a financial services strategic consulting firm, since June 2009 and has more than 25 years of experience in the banking industry. Mr. Wilson began his career at the Federal Reserve Bank of Chicago, serving in the bank examination and economic research divisions, and has subsequently held executive management positions at several large financial institutions and financial services companies. Prior to June 2009, Mr. Wilson was the Chief Operating Officer at Amcore Financial. As President and Chief Executive Officer of the Company and the Bank, Mr. Wilson will receive an annual salary of approximately $250,000 as well as a standard benefits package that includes health and dental insurance benefits.

In connection with Mr. Wilson’s appointment as President and Chief Executive Officer of the Company and the Bank, the Company and the Bank terminated their previously disclosed Advisory Services Agreement with Stone Pillar Advisors, Ltd., pursuant to which Stone Pillar Advisors, Ltd. provided certain consulting services to the Company and the Bank.

On August 16, 2013, the Company issued a press release announcing Mr. Wilson’s appointment as the President and Chief Executive Officer of the Company and the Bank. A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

Number    Description

99.1                 Press Release Dated August 16, 2013 (previously filed)


 
 
 

SIGNATURES

  COMMUNITY FINANCIAL SHARES, INC.  
       
Date: November 22, 2013
By:
/s/ Donald H. Wilson  
    Donald H. Wilson  
    Chairman, President and Chief Executive Officer