0000943374-10-000921.txt : 20100714 0000943374-10-000921.hdr.sgml : 20100714 20100714170232 ACCESSION NUMBER: 0000943374-10-000921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100714 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100714 DATE AS OF CHANGE: 20100714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Jacksonville Bancorp, Inc. CENTRAL INDEX KEY: 0001484949 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34821 FILM NUMBER: 10952658 BUSINESS ADDRESS: STREET 1: 1211 WEST MORTON AVENUE CITY: JACKSONVILLE STATE: IL ZIP: 62650 BUSINESS PHONE: (217) 245-4111 MAIL ADDRESS: STREET 1: 1211 WEST MORTON AVENUE CITY: JACKSONVILLE STATE: IL ZIP: 62650 8-K 1 form8k_closing-071410.htm FORM 8-K FOR CLOSING form8k_closing-071410.htm
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):                       July 14, 2010

JACKSONVILLE BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)

Maryland
 
001-34821
 
36-4670835
(State or Other Jurisdiction)
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
 
 
1211 West Morton Avenue, Jacksonville, Illinois
 
62650
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code:                                                                                     (217) 245-4111

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):

[  ]         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 July 14, 2010, Jacksonville Bancorp, Inc. (the “Company”), a Maryland corporation and the holding company for Jacksonville Savings Bank, announced the completion of the “second-step” conversion of Jacksonville Bancorp, MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”) and the related public offering by the Company.  A copy of the press release announcing the completion of the Conversion is included as exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits

(a)                      No financial statements of businesses acquired are required.

(b)                      No pro forma financial information is required.

(c)                      Not applicable.

(d)
99.1
Press Release dated July 14, 2010

 
 

 


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, hereunto duly authorized.

   
JACKSONVILLE BANCORP, INC.
     
     
DATE:  July 14, 2010
 
By:/s/ Diana S. Tone
   
Diana S. Tone
   
Chief Financial Officer

 

 
 
 

 
 

 

 
EXHIBIT INDEX
 

99.1                               Press Release dated July 14, 2010
EX-99.1 CHARTER 2 form8k_exh991-071410.htm PRESS RELEASE form8k_exh991-071410.htm



For Immediate Release
July 14, 2010

Jacksonville, Illinois

Contact:
 
Richard A. Foss
 
Diana S. Tone
   
President and CEO
 
Chief Financial Officer
   
(217) 245-4111
 
(217) 245-4111

JACKSONVILLE BANCORP, INC.
COMPLETES SECOND STEP CONVERSION AND $10.4 MILLION STOCK OFFERING

Jacksonville, Illinois, July 14, 2010 – Jacksonville Bancorp, Inc. (the “Company”) (Nasdaq: JXSBD), the holding company for Jacksonville Savings Bank, announced today that it has completed the conversion from the mutual holding company structure and related public offering and is now a stock holding company that is fully owned by the public.  Jacksonville Savings Bank is now 100% owned by the Company and the Company is 100% owned by public stockholders.  The Company sold a total of 1,040,352 shares of common stock in the subscription and community offerings, including 41,614 shares to the Jacksonville Savings Bank employee stock ownership plan.  All shares were sold at a purchase price of $10.00 per share.  Keefe, Bruyette & Woods, Inc. acted as selling agent in the subscription and community offerings.

Concurrent with the completion of the offering, shares of Jacksonville Bancorp, Inc., a federal corporation, common stock owned by public stockholders were exchanged for 1.0016 shares of the Company’s common stock.  Cash in lieu of fractional shares will be paid at a rate of $10.00 per share.  As a result of the offering and the exchange, the Company now has approximately 1,923,802 shares outstanding and a market capitalization of approximately $19.2 million.
 
The shares of common stock sold in the offering and issued in the exchange will begin trading on the NASDAQ Capital Market on July 15, 2010 under the symbol “JXSBD” for a period of 20 trading days and will thereafter trade as “JXSB.”  Stock certificates for shares purchased in the subscription offering and community offering are expected to be mailed to subscribers on or about July 14, 2010.  Jacksonville Bancorp, Inc. stockholders holding shares in street name or in book-entry form will receive shares of Company common stock within their accounts.  Jacksonville Bancorp, Inc. stockholders holding shares in certificated form will be mailed a letter of transmittal on or about July 20, 2010 and will receive their shares of Company common stock and a check representing cash in lieu of fractional shares after submitting their stock certificates and a properly completed letter of transmittal to the Company’s transfer agent.
 
Luse Gorman Pomerenk & Schick, P.C., Washington, D.C., served as special counsel to the Company and Jacksonville Bancorp, Inc. for the conversion and offering.  RP Financial, LC., Arlington, Virginia served as independent appraiser for the conversion and offering.

 
 

 

 
Jacksonville Savings Bank is headquartered in Jacksonville, Illinois and operates through seven banking offices located in Jacksonville, Virden, Litchfield, Chapin, and Concord, Illinois.
 
This press release may contain certain forward-looking statements about the Company.  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 and regulatory changes that could adversely affect the business in which the Company and its subsidiaries are engaged.