-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SZYuyAW/HJ/rUS0wRTWTXgnopos5I+14zLRfLnCJTSJoqlA/L+afTCmOULPIYRLt 2/u+9WwWzyx/kAa9jnOQwg== 0001193125-09-253153.txt : 20091215 0001193125-09-253153.hdr.sgml : 20091215 20091215150811 ACCESSION NUMBER: 0001193125-09-253153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091214 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091215 DATE AS OF CHANGE: 20091215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ocean Shore Holding Co. CENTRAL INDEX KEY: 0001444397 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-153454 FILM NUMBER: 091241492 BUSINESS ADDRESS: STREET 1: 1001 ASBURY AVENUE CITY: OCEAN CITY STATE: NJ ZIP: 08226 BUSINESS PHONE: 800-771-7990 MAIL ADDRESS: STREET 1: 1001 ASBURY AVENUE CITY: OCEAN CITY STATE: NJ ZIP: 08226 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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) December 14, 2009

 

 

OCEAN SHORE HOLDING CO.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

New Jersey   333-153454   80-0282446

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1001 Asbury Avenue, Ocean City, New Jersey 08226

(Address of principal executive offices) (Zip Code)

(609) 399-0012

(Registrant’s telephone number, including area code)

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))

 

 

 


Item 8.01 Other Events

On December 14, 2009, Ocean Shore Holding Co. (the “Company”) announced that new Ocean Shore Holding Co. received subscriptions for approximately $20.8 million of common stock in its subscription and direct community offering being conducted in connection with the second-step conversion of Ocean City Home Bank. This amount includes $2.26 million subscribed for by the Company’s Employee Stock Ownership Plan. The subscription and direct community offering concluded on December 10, 2009. In order to consummate the offering, new Ocean Shore Holding Co. must sell a minimum of $33.5 million of common stock. A copy of the press release is filed as Exhibit 99.1 hereto.

 

Item 9.01 Exhibits

Exhibits

 

99.1    Press release dated December 14, 2009.


SIGNATURE

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 thereunto duly authorized.

 

    OCEAN SHORE HOLDING CO.
Date: December 14, 2009     By:   /S/    DONALD F. MORGENWECK        
      Donald F. Morgenweck
      Chief Financial Officer
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

For Immediate Release

 

Contact:   Steven E. Brady, President and CEO
  (609) 399-0012

Ocean Shore Holding Co. Announces Results of

Subscription and Community Offering

December 14, 2009, Ocean City, New Jersey – Ocean Shore Holding Co. (NASDAQ - OSHC), holding company for Ocean City Home Bank, announced today that new Ocean Shore Holding Co. received subscriptions for approximately $20.8 million of common stock in its subscription and direct community offering being conducted in connection with the second-step conversion of Ocean City Home Bank. This amount includes $2.26 million subscribed for by the Company’s Employee Stock Ownership Plan. The subscription and direct community offering concluded on December 10, 2009.

In order to consummate the offering, new Ocean Shore Holding Co. must sell a minimum of $33.5 million of common stock. Shares of common stock not subscribed for in the subscription and direct community offering are being offered for sale on a best efforts basis in a syndicated community offering through a syndicate of broker-dealers. Sandler O’Neill & Partners, L.P. is acting as lead manager and Janney Montgomery Scott LLC is acting as co-manager for the syndicated community offering. The terms and conditions of the syndicated community offering are more fully set forth in new Ocean Shore Holding’s syndicated community offering prospectus dated November 12, 2009. The Company expects to complete the syndicated community offering this week.

The closing of the offering remains subject to final regulatory approvals. Orders received in the subscription and direct community offering will be maintained by Ocean Shore Holding, with interest on subscribers’ funds continuing to accrue until completion of the conversion. Orders received in the subscription and direct community offering remain subject to the terms and conditions of the offering as set forth in the Company’s Plan of Conversion, including, without limitation, the purchase limitations set forth therein and the Company’s right to accept or reject, in whole or in part, orders received in the direct community offering.

Ocean Shore Holding Co. is the holding company for Ocean City Home Bank, a federal savings bank headquartered in Ocean City, New Jersey. Ocean City Home Bank operates a total of ten full-service banking offices in eastern New Jersey.

This press release contains certain forward-looking statements about the conversion and offering. 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 conversion and offering, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which Ocean Shore Holding and Ocean City Home Bank are engaged.

A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer will be made only by means of the written prospectus forming part of the registration statement.

The shares of common stock of new Ocean Shore Holding Co. are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

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