SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 12, 2016
CENTRAL FEDERAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of||(Commission||(IRS Employer|
|Incorporation)||File Number)||Identification No.)|
210 West 10 th Street, Rolla, Missouri 65401
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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 January 12, 2016, Central Federal Bancshares, Inc. (the “Company”) announced that it had completed its stock offering with the sale of 1,719,250 shares of common stock (the “Common Stock”) in the subscription offering at $10.00 per share, including the sale of 143,042 shares to the employee stock ownership plan, in connection with the mutual to stock conversion of Central Federal Savings and Loan Association of Rolla (the “Association”). In addition, the Company contributed an additional 68,770 shares of Common Stock to the Central Federal Community Foundation, a charitable organization created by the Company and the Association, in connection with the Association’s conversion and the related stock offering. On January 12, 2016, the Company also announced that the Common Stock will begin trading on the OTC Pink Marketplace on Wednesday, January 13, 2016 under the trading symbol “CFDB.” A copy of the Company’s press release, dated January 12, 2016, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Exhibits
|99.1||Press release dated January 12, 2016 regarding the closing of the stock offering and the commencement of trading|
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.
|CENTRAL FEDERAL BANCSHARES, INC.|
|Date: January 12, 2016||By:||/s/ William A. Stoltz|
|William A. Stoltz|
|President and Chief Executive Officer|
CENTRAL FEDERAL BANCSHARES, INC. Completes Stock Offering
Rolla, Missouri, January 12, 2016 – Central Federal Bancshares, Inc. (the “Company”), a Missouri corporation and the holding company for Central Federal Savings and Loan Association of Rolla (the “Association”), announced today the completion of the Company’s stock offering and the Association’s mutual-to-stock conversion. Shares of the Company’s common stock will begin trading on Wednesday, January 13, 2016, on the OTC Pink Marketplace under the trading symbol “CFDB”.
The Company sold 1,719,250 shares of common stock, representing the adjusted maximum of the offering range, at $10.00 per share, for gross offering proceeds of $17,192,500, including the sale of 143,042 shares to the employee stock ownership plan in the stock offering. An additional 68,770 shares were contributed to the Central Federal Community Foundation, a charitable organization created by the Company and the Association in connection with the conversion and the related stock offering.
As previously announced, the stock offering was oversubscribed in the first category of the subscription offering by eligible account holders as of June 30, 2014. Accordingly, these eligible account holders have valid orders that will be filled as provided by the allocation procedures described in the prospectus and included in the Association’s Plan of Conversion. “We appreciate the support that we have received from our members during this process and welcome our new shareholders,” stated William A. Stoltz, President and Chief Executive Officer of Central Federal Bancshares, Inc.
Subscribers may confirm their allocations online at https://allocations.kbw.com or by contacting the stock information center at (877) 821-5775 (toll free) from 9:00 a.m. until 3:00 p.m., Central Time, Monday through Friday, except on bank holidays.
Keefe, Bruyette & Woods, Inc., A Stifel Company acted as selling agent in the subscription offering, and served as financial advisor to the Company and the Association in connection with the conversion. Lewis Rice LLC, St. Louis, Missouri, served as legal counsel to the Company and the Association. Breyer & Associates PC served as legal counsel to the selling agent.
About Central Federal
Central Federal Savings and Loan Association of Rolla is a federally chartered savings association serving the financial needs of its customers in Phelps, Dent, Texas, Crawford, Pulaski and Maries counties in Missouri. It conducts business from its office in Rolla, Missouri.
This press release contains certain forward-looking statements. These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “expect,” “project,” “estimate,” “anticipate,” “aim,” “intend,” “plan,” “will,” “can,” “may,” or similar expressions. 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, among others, general economic conditions, either nationally or in our primary market area, that are worse than expected, changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments, credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for loan losses and provision for loan losses, our ability to implement our strategic plan.
Central Federal Bancshares, Inc.
William A. Stoltz, 573-364-1024
President and Chief Executive Officer