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): January 16, 2020
FFBW, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-39182 | Applied For | ||
| (State or Other Jurisdiction) | (Commission File No.) | (I.R.S. Employer | ||
| of Incorporation) | Identification No.) |
| 1360 South Moorland Road, Brookfield, Wisconsin | 53005 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (262) 542-4448
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 (17CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| None |
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 x
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 January 16, 2020, FFBW, Inc. announced the closing of its subscription offering in connection with the mutual-to-stock conversion of FFBW, MHC and announced the final exchange ratio.
A copy of the press release is attached as Exhibit 99 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit | Description | |
| 99 | Press release dated January 16, 2020 |
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.
| FFBW, INC. | |||
| DATE: January 16, 2020 | By: | /s/ Edward H. Schaefer | |
| Edward H. Schaefer | |||
| President and Chief Executive Officer | |||
Exhibit 99
PRESS RELEASE
Contact: Niki Schaumberg
Chief Financial Officer
(262) 542-4448
FOR IMMEDIATE RELEASE
FFBW, INC. ANNOUNCES
CLOSING OF OFFERING AND FINAL EXCHANGE RATIO
Waukesha, Wisconsin – January 16, 2020 – FFBW, Inc., a federal corporation (“Old FFBW”) (Nasdaq: FFBW), the holding company for First Federal Bank of Wisconsin (the “Bank”), announced today that the offering of FFBW, Inc., a Maryland corporation, (“New FFBW”) which was conducted in connection with the conversion of FFBW, MHC (the “MHC”) closed on January 16, 2020. As was previously disclosed, the offering was completed at the maximum of the offering range (4,268,570 shares of common stock at $10.00 per share).
Old FFBW also announced the finalization of the exchange ratio. At the effective time of the conversion, each share of Old FFBW’s common stock, other than shares owned by the MHC, will be converted into 1.1730 shares of New FFBW common stock.
The shares of Old FFBW’s common stock will continue to trade on the Nasdaq Stock Market under the trading symbol “FFBW” through the closing of the market on Thursday, January 16, 2020 and it is anticipated that the shares of New FFBW common stock will begin to trade on the Nasdaq Capital Market under the same symbol “FFBW” beginning on Friday, January 17, 2020.
If you have any questions regarding the offering or the conversion, please call the Stock Information Center at (844) 977-0092. The Stock Information Center is open from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday.
Forward-Looking Statements
This press release contains certain forward-looking statements about the conversion and reorganization. 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 transactions contemplated by the Plan of Conversion and Reorganization; risks related to the real estate and economic environment, particularly in the market areas in which Old FFBW operates; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in Old FFBW’s and New FFBW’s filings with the Securities and Exchange Commission.
Old FFBW wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Old FFBW wishes to advise readers that the factors listed above could affect Old FFBW’s financial performance and could cause Old FFBW’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. Old FFBW does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.