Attached files
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EX-1.1 - AGENCY AGREEMENT - AJS Bancorp, Inc. | ex1agencyagr.htm |
EX-99.1 - PRESS RELEASE - AJS Bancorp, Inc. | ex99_pressrelease.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 12, 2013
AJS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or Other Jurisdiction
of Incorporation)
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333-189171
(Commission
File Number)
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To Be Applied For
(I.R.S. Employer
Identification No.)
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14757 South Cicero Avenue, Midlothian, Illinois
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60445
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(708) 687-7400
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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 1.01Entry Into a Material Definitive Agreement
On August 12, 2013, AJS Bancorp, Inc., a federal corporation (“Old AJS Bancorp”), AJS Bancorp, Inc., a Maryland corporation (“New AJS Bancorp”), AJS Bancorp, MHC and A.J. Smith Federal Savings Bank entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc., a Stifel company (“KBW”), who will act as financial advisor during New AJS Bancorp’s stock offering and assist in the marketing of New AJS Bancorp’s common stock during its stock offering.
For these services, KBW will receive a success fee of $165,000 if the offering is completed. If there is a syndicated offering, KBW will be paid a fee equal to 6.0% of the dollar amount of total shares sold in the syndicated offering. All fees payable with respect to a syndicated offering will be in addition to the success fee. KBW will also receive a fee of $25,000 for its role as records management agent.
The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-189171) filed by New AJS Bancorp under the Securities Act of 1933, as amended, and a related prospectus dated August 12, 2013.
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 8.01Other Events
On August 16, 2013, Old AJS Bancorp announced that New AJS Bancorp, the proposed holding company for A.J. Smith Federal Savings Bank, and AJS Bancorp, MHC have received conditional approval from the Board of Governors of the Federal Reserve System on August 12, 2013 to commence the second step conversion and offering. Old AJS Bancorp also announced that the registration statement relating to the sale of common stock of New AJS Bancorp was declared effective by the Securities and Exchange Commission on August 12, 2013.
A copy of the press release dated August 16, 2013, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.
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Description
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1.1
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Agency Agreement dated August 12, 2013, by and among Old AJS Bancorp, New AJS Bancorp, A.J. Smith Federal Savings Bank, AJS Bancorp, MHC and KBW
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99.1
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Press Release dated August 16, 2013
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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.
AJS BANCORP, INC.
(Registrant)
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Date: August 15, 2013
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By:
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/s/ Emily Lane |
Emily Lane
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Vice President and Chief Financial Officer
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