0000943374-19-000146.txt : 20190312 0000943374-19-000146.hdr.sgml : 20190312 20190312163019 ACCESSION NUMBER: 0000943374-19-000146 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190311 ITEM INFORMATION: Other Events FILED AS OF DATE: 20190312 DATE AS OF CHANGE: 20190312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New Bancorp, Inc. CENTRAL INDEX KEY: 0001644482 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: 000-55530 FILM NUMBER: 19675465 BUSINESS ADDRESS: STREET 1: 45 NORTH WHITTAKER STREET CITY: NEW BUFFALO STATE: MI ZIP: 49117 BUSINESS PHONE: 269-469-2222 MAIL ADDRESS: STREET 1: 45 NORTH WHITTAKER STREET CITY: NEW BUFFALO STATE: MI ZIP: 49117 8-K 1 form8k.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): March 11, 2019
NEW BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
         
Maryland
  
000-55530
  
47-4314938
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)
         
45 North Whittaker Street, New Buffalo, Michigan
  
49117
(Address of Principal Executive Offices)
  
(Zip Code)
     
Registrant’s telephone number, including area code:  (269) 469-2222
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01     Other Events

On March 11, 2019, New Bancorp, Inc. (the “Company”) (OTC Pink Marketplace: “NWBB”), the parent company of New Buffalo Savings Bank (the “Bank”), filed a Form 15 with the Securities and Exchange Commission (“SEC”) to deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended.  Upon filing the Form 15, the Company’s obligation to file periodic reports with the SEC, including reports on Form 10-K, Form 10-Q and Form 8-K, and proxy materials was suspended. The Bank will continue to report detailed quarterly financial results to its regulators.
Richard C. Sauerman, President and Chief Executive Officer of the Company, commented, “The Company is taking this action in order to reduce operating expenses.  We believe that the continuing increased costs and administrative burdens of public company status, including our reporting obligations with the SEC, outweigh the benefits of public reporting.”  Mr. Sauerman also indicated that the Company intends to continue to post quarterly information regarding its results of operations and financial condition on www.newbuffalosavings.com and will continue to provide stockholders with an annual report containing audited financial statements.
This Current Report on Form 8-K contains certain forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business of the Company and the Bank, and changes in the securities markets.  Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect changes in belief, expectations or events.

Item 9.01     Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired.
Not Applicable.
 
(b)
Pro Forma Financial Information.
Not Applicable.
 
(c)
Shell Company Transactions.
Not Applicable.
 
(d)
Exhibits
Not Applicable


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.
   
New Bancorp, Inc.
 
 
 
DATE: March 11, 2019
By:  
/s/ Richard C. Sauerman 
   
Richard C. Sauerman
   
President and Chief Executive Officer