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) October 16, 2013
DELANCO BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 333-176759 80-0943940 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.)
| 615 Burlington Avenue, Delanco, New Jersey | 08075 |
| (Address of principal executive offices) | (Zip Code) |
(856) 461-0611
(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 October 16, 2013, Delanco MHC (the “MHC”) completed its conversion from a mutual holding company to a stock holding company (the “Conversion”) and Delanco Bancorp, Inc., a New Jersey corporation (the “Company”), completed its stock offering conducted in connection with the Conversion, all pursuant to a Plan of Conversion and Reorganization (the “Plan”). Upon completion of the Conversion, the Company became the holding company for Delanco Federal Savings Bank (the “Bank”) and acquired ownership of all the issued and outstanding capital stock of the Bank. In connection with the Conversion, a total of 525,423 shares of common stock (the “Common Stock”) were sold in the subscription and community offerings (the “Offering”), including shares purchased by Delanco Federal Savings Bank’s employee stock ownership plan, at $8.00 per share for gross proceeds of $4.2 million. In addition and in accordance with the Plan, approximately 420,093 additional shares of Common Stock (without taking into consideration cash paid in lieu of fractional shares) were issued to the public shareholders (i.e., shareholders other than the MHC) of Delanco Bancorp, Inc. (“Delanco Bancorp-Federal”), the former federally-chartered mid-tier holding company for the Bank, as of the closing date of the Conversion in exchange for their outstanding shares of common stock of Delanco Bancorp-Federal. Each such share of common stock of Delanco Bancorp-Federal was converted into the right to receive .5711 shares of Common Stock.
The Common Stock issued in the Offering and the Conversion was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-189244) filed initially with the Securities and Exchange Commission (“SEC”) on June 12, 2013, as amended, and declared effective by the SEC on August 9, 2013 (“Form S-1”).
The Common Stock is deemed registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to subsection (a) of Rule 12g-3 promulgated under the Exchange Act as a result of the Company becoming the successor issuer to Delanco Bancorp-Federal in connection with the Conversion. The description of the Common Stock set forth under the heading “Description of New Delanco Bancorp Capital Stock” in the prospectus included in the Form S-1 is incorporated herein by reference.
For additional information, reference is made to the Company’s press release, dated October 16, 2013, included as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number Description
99.1 Press Release dated October 16, 2013
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 thereunto duly authorized.
| DELANCO BANCORP, INC. | |||
| Date: October 16, 2013 | By: | /s/ James E. Igo | |
| James E. Igo | |||
|
Chairman, President and Chief Executive Officer |
|||
Exhibit 99.1
For Immediate Release
Contact: James E. Igo, President and CEO
(856) 461-0611
Delanco Bancorp, Inc. Announces Closing of Stock Offering
and Completion of Conversion Transaction
October 16, 2013, Delanco, NJ – Delanco Bancorp, Inc. (DLNO), holding company for Delanco Federal Savings Bank (the “Bank”), announced today that it has completed its stock offering conducted in connection with the “second step” conversion of Delanco MHC (the “MHC”), effective as of the close of business today. As a result of the closing of the conversion and offering, Delanco Bancorp, Inc., a New Jersey-chartered corporation, is now the holding company for Delanco Federal Savings Bank and both the MHC and the Bank’s former mid-tier holding company, a Federally-chartered corporation known as “Delanco Bancorp, Inc.,” have ceased to exist. The results of the stock offering were previously reported in a press release dated October 9, 2013.
Beginning on October 17, 2013, Delanco common stock will trade on the OTCQB Marketplace under the trading symbol “DLNOD” for a period of 20 trading days after which the symbol will revert to “DLNO.”
Stock certificates for shares purchased in the subscription and community offerings are expected to be mailed to subscribers on or about October 17, 2013. Shareholders of old Delanco Bancorp, Inc. holding shares in street name or in book-entry form will receive shares of new Delanco Bancorp, Inc. directly through their accounts. Shareholders holding shares in certificated form will be mailed a letter of transmittal on or about October 17, 2013 and will receive their shares of new Delanco Bancorp, Inc. common stock and cash in lieu of fractional shares after returning their stock certificates and a properly completed letter of transmittal to old Delanco Bancorp, Inc.’s transfer agent.
Purchasers in the subscription and community offerings can confirm their stock allocations online at https://allocations.kbw.com. Alternatively, purchasers may contact the Delanco Bancorp, Inc. stock information center, toll free, at (877) 643-8217, weekdays 10:00 a.m. until 4:00 p.m., Eastern Time.
Keefe, Bruyette & Woods, Inc. managed the subscription and community offerings. Kilpatrick, Townsend & Stockton LLP acted as legal counsel to Delanco Bancorp, Inc.
Delanco Bancorp, Inc. is the parent company of Delanco Federal Savings Bank, a community-oriented financial institution operating two full-service branch locations in Burlington County, 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.
The shares of common stock of Delanco Bancorp, Inc. 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.