Iowa | 81-2510023 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Mr. Stephen L. Mourlam | Steven Lanter, Esq. | |
President and Chief Executive Officer | Luse Gorman, PC | |
WCF Bancorp, Inc. | 5335 Wisconsin Ave., N.W., Suite 780 | |
401 Fair Meadow Drive | Washington, DC 20015-2035 | |
Webster City, Iowa 50595 | (202) 274-2000 | |
(515) 832-3071 | ||
(Name, Address and Telephone | ||
Number of Agent for Service) | ||
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
Emerging growth company x |
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common stock, par value $0.01 per share | 299,492(2) | $9.55(4) | $2,860,149 | $357 |
Stock Options | 213,923(3) | N/A | N/A | N/A(5) |
(1) | Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the WCF Bancorp, Inc. 2017 Equity Incentive Plan (the “Equity Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of WCF Bancorp, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Represents the number of shares of common stock reserved under the Equity Plan with respect to grants of stock options and restricted stock. |
(3) | Represents the number of stock options that that are available to be issued under the Equity Plan. |
(4) | Determined pursuant to 17 C.F.R. Section 230.457(h)(1) of the Securities Act. |
(5) | Pursuant to 17 C.F.R. Section 230.457(h)(3) of the Securities Act, no registration fee is required to be paid. |
Regulation S-K Exhibit Number | Document | Reference to Prior Filing or Exhibit No. Attached Hereto | ||
4 | * | |||
5 | Attached as Exhibit 5 | |||
10.1 | ** | |||
10.2 | Attached as Exhibit 10.2 | |||
10.3 | Attached as Exhibit 10.3 | |||
10.4 | Attached as Exhibit 10.4 | |||
23.1 | Contained in Exhibit 5 | |||
23.2 | Attached as Exhibit 23.2 | |||
24 | Contained on Signature page |
* | Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (Commission File No. 333-210056), originally filed by the Company under the Securities Act, with the Commission on March 10, 2016, and all amendments or reports filed for the purpose of updating such description. |
** | Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of WCF Bancorp, Inc. (File No. 001-37832), filed by the Company with the Commission on Schedule 14A under the Exchange Act on August 14, 2017. |
WCF BANCORP, INC. | |
By: | /s/ Stephen L. Mourlam |
Stephen L. Mourlam | |
President and Chief Executive Officer | |
(Duly Authorized Representative) |
Signatures | Title | Date | ||
/s/ Stephen L. Mourlam | President, Chief Executive | November 9, 2017 | ||
Stephen L. Mourlam | Officer and Director | |||
(Principal Executive Officer) | ||||
/s/ Kasie L. Doering | Chief Financial Officer and | November 9, 2017 | ||
Kasie L. Doering | (Principal Financial and Accounting Officer) | |||
/s/ Harold J. Pursley | Chairman of the Board | November 9, 2017 | ||
Harold J. Pursley | ||||
/s/ C. Thomas Chalstrom | Director | November 9, 2017 | ||
C. Thomas Chalstrom | ||||
/s/ Thomas J. Hromatka | Director | November 9, 2017 | ||
Thomas J. Hromatka | ||||
/s/ Dr. Leo Moriarty | Director | November 9, 2017 | ||
Dr. Leo Moriarty |
Re: | WCF Bancorp, Inc. - Registration Statement on Form S-8 |
Very truly yours, | |
/s/ Luse Gorman, PC | |
LUSE GORMAN, PC | |
3. | Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award. (subject to adjustment pursuant to Section 9 hereof). |
4. | Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein. |
6. | Terms and Conditions. |
6.1 | The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote. |
6.2 | Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be distributed to the Participant immediately. |
7. | Delivery of Shares. |
8.1 | In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested. |
8.2 | A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan. |
(i) | Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service. |
(ii) | Disability. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service. |
(iii) | Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has not vested as of the date of Termination of Service will expire and be forfeited. “Retirement” shall have the meaning set forth in Section 8.1(dd) of the Plan. |
(iv) | Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will expire and be forfeited. |
(v) | Other Termination. If a Participant terminates Service for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited. |
11.1 | No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights. |
11.2 | This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant. |
11.3 | Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant. |
11.4 | This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Iowa. |
11.5 | This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof. |
1. | Name of Participant. |
2. | Date of Grant. |
3. | Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option. (subject to adjustment pursuant to Section 10 hereof). |
• | This is an Incentive Stock Option (“ISO”) to the maximum extent permitted under Code Section 422(d). |
6. | Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein. |
7.1 | Delivery of Notice of Exercise of Option. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including: |
• | Cash or personal, certified or cashier’s check in full/partial payment of the purchase price. |
• | Stock of the Company in full/partial payment of the purchase price. |
• | By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding). |
• | By selling shares from my Option shares through a broker in full/partial payment of the purchase price. |
7.2 | “Fair Market Value” shall have the meaning set forth in Section 8.1(s) of the Plan. |
8.1 | Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity. |
9.1 | In the event of the Participant’s Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. |
9.2 | A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan. |
(i) | Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier. |
(ii) | Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier. |
(iii) | Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). “Retirement” shall have the meaning set forth in Section 8.1(dd) of the Plan. Options exercised more than three months following Retirement will not have ISO treatment. |
(iv) | Termination for Cause. If the Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited. |
(v) | Other Termination. If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier. |
12.1 | No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights. |
12.2 | This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant. |
12.3 | Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer. |
12.4 | This Agreement will be governed by and construed in accordance with the laws of the State of Iowa. |
12.5 | This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof. |
___ | Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price. |
___ | Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.* |
___ | A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding). |
___ | Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price. |
1. | Name of Participant. |
2. | Date of Grant. _________, 20__ |
3. | Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option. (subject to adjustment pursuant to Section 10 hereof). |
• | This is a Non-Qualified Option. |
6. | Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein. |
7.1 | Delivery of Notice of Exercise of Option. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including: |
• | Cash or personal, certified or cashier’s check in full/partial payment of the purchase price. |
• | Stock of the Company in full/partial payment of the purchase price. |
• | By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding). |
• | By selling shares from my Option shares through a broker in full/partial payment of the purchase price. |
7.2 | “Fair Market Value” shall have the meaning set forth in Section 8.1(s) of the Plan. |
8.1 | Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity. |
9.1 | In the event of the Participant’s Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. |
9.2 | A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan. |
(i) | Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier. |
(ii) | Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier. |
(iii) | Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). “Retirement” shall have the meaning set forth in Section 8.1(dd) of the Plan. |
(iv) | Termination for Cause. If the Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited. |
(v) | Other Termination. If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier. |
12.1 | No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights. |
12.2 | This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant. |
12.3 | In the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant. |
12.4 | This Agreement will be governed by and construed in accordance with the laws of the State of Iowa. |
12.5 | This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he or she will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof. |
___ | Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price. |
___ | Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.* |
___ | A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding). |
___ | Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price. |