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): April 25, 2013
FAIRMOUNT BANCORP, INC.
(Exact name of Registrant as Specified in Charter)
Maryland | 000-53996 | 27-1783911 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
8216 Philadelphia Road, Baltimore, MD 21237
(Address of Principal Executive Offices)
(410) 866-4500
Registrants telephone number, including area code
(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 April 25, 2014, Fairmount Bancorp, Inc. (the Company), the holding company for Fairmount Bank (the Bank), announced that the Company will file a Form 15 to voluntarily deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended. The Company expects that its obligations to file periodic reports will be suspended after filing of the Form 15 with the SEC, and its proxy statement, Section 16 and other Section 12(g) reporting responsibilities will terminate 90 days after the filing, expected to be filed on or after May 2, 2014.
The Companys press release announcing the Companys intent to deregister is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
Exhibit 99.1 Press release dated April 25, 2014.
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.
FAIRMOUNT BANCORP, INC. | ||||||
DATE: April 25, 2014 | By: | /s/ Joseph M. Solomon | ||||
Joseph M. Solomon | ||||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
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99.1 | Press release dated April 25, 2014. |
Exhibit 99.1
FAIRMOUNT BANCORP, INC. ANNOUNCES INTENTION TO DEREGISTER
Baltimore, Maryland (April 25, 2014) Fairmount Bancorp, Inc. (Company) (OTCBB:FMTB), the holding company for Fairmount Bank (Bank), announced that the Company intends to file a Form 15 with the Securities and Exchange Commission (SEC) to voluntarily effect the deregistration of its common stock under Sections 12(g) and 15(d) of the Securities Exchange Act of 1934. The Company expects that its obligations to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, will be suspended after the filing of the Form 15 with the SEC, and its proxy statement, Section 16 and other Section 12(g) reporting responsibilities will terminate effective 90 days after the filing., expected to be filed on or about May 2, 2014.
The decision of the Companys Board of Directors to deregister its common stock was based on the consideration of numerous factors, including (1) the disproportionately large costs of preparing and filing periodic reports with the SEC, (2) the substantial accounting, audit, legal and other costs and expenses associated with being a public company, (3) the additional demands placed on management and Company personnel to comply with reporting requirements, and (4) the historically low trading volume in the Companys common stock.
The decision to deregister was driven by a desire to achieve substantial annual savings by reducing accounting, legal and administrative costs associated with being an SEC registrant, said Joseph M. Solomon, President and Chief Executive Officer. We expect to achieve an estimated $75,000 in annual cost savings. We anticipate that our stock will continue to trade on the Over-the-Counter Bulletin Board, and we intend to continue to prepare and publish quarterly and annual financial results via press releases and our website, www.fairmountbancorp.com.
Fairmount Bancorp, Inc. is the holding company for Fairmount Bank, a FDIC-insured Maryland chartered non-member commercial bank that conducts business from its office in the Rosedale area of Baltimore County Maryland.
This press release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors, including but not limited to real estate values, market conditions, the impact of interest rates on financing, local or national economic factors and legislative and regulatory changes that could adversely affect the business in which the Company and the Bank are engaged. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed herein will be achieved.
Contact: | Joseph M. Solomon | |
President and Chief Executive Officer | ||
(410) 866-4500 |