8-K 1 t68125a_8k.htm FORM 8-K t68125a_8k.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):
May 14, 2010

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

                     Maryland                     
                     333-165466                     
                     36-4670835                     
(State or Other Jurisdiction)
(Commission File No.)
(I.R.S. Employer
of Incorporation)
  
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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01 Entry Into a Material Definitive Agreement
  
On May 14, 2010, Jacksonville Bancorp, Inc., a Maryland corporation (the “Company”), Jacksonville Bancorp, MHC, Jacksonville Bancorp, Inc., a Federal corporation and Jacksonville Savings Bank (collectively, the “Primary Parties”) entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (“KBW”), who will act as financial advisor during the Company’s stock offering and assist in the marketing of the Company’s common stock during its stock offering.
 
For these services, KBW will receive a management fee of $30,000, and a fee of 1.5% of the aggregate dollar amount of the shares of common stock sold in the subscription offering and a fee of 2.5% of the aggregate dollar amount of the shares of common stock sold in the community offering, excluding shares purchased by the Primary Parties’ officers, directors, employees or the immediate family of such persons (“Insiders”), including trusts of Insiders and the tax-qualified and non-qualified employee benefit plans of the Primary Parties or the Insiders. The management fee will be credited against the fee payable upon the consummation of the conversion.
 
In the event that KBW sells common stock through a group of broker-dealers in a syndicated community offering, KBW will receive a management fee not to exceed 6.0% of the aggregate dollar amount of the common stock sold in the syndicated community offering. Of this amount, KBW will pass on to selected broker-dealers, who assist in the syndicated community offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment.
 
The Company will also reimburse KBW for its reasonable out-of-pocket expenses associated with its marketing effort, not to exceed $15,000.  In addition, the Company will reimburse KBW for fees and expenses of its counsel not to exceed $50,000.
 
The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-165466) filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated May 14, 2010.
 
The foregoing description of the terms of the Agency Agreement is qualified in its entirety by references to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
 
 
 
 
 
Item 9.01 Financial Statements and Exhibits
 
  (d) Exhibits
     
  Exhibit Description
     
 
1.1
Agency Agreement dated May 14, 2010, by and among Jacksonville Bancorp, Inc., a Maryland corporation, Jacksonville Bancorp, MHC, Jacksonville Bancorp, Inc., a Federal corporation, Jacksonville Savings Bank and Keefe, Bruyette & Woods, Inc.
 
 
 
 
 
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:  May 20, 2010 By: /s/ Richard A. Foss  
    Richard A. Foss  
    President and Chief Executive Officer