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Section 1: 8-K (8-K)

 

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)   October 9, 2018
 
Malvern Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
Pennsylvania 000-54835 45-5307782

(State or other jurisdiction of incorporation)

 

(Commission File Number)

(IRS Employer
Identification No.)

 
42 E. Lancaster Avenue, Paoli, Pennsylvania 19301
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code   (610) 644-9400
 
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 October 9, 2018, Malvern Bancorp, Inc. (the “Company”), the parent company of Malvern Bank, National Association, completed the sale of 1,190,477 shares of Company’s common stock at a price to the public of $21.00 per share in the Company’s previously announced underwritten public offering, resulting in gross proceeds of $25.0 million. The net proceeds of the offering after deducting the underwriting discount and other estimated offering expenses are expected to be approximately $23.4 million. The underwriter has a 30-day option to purchase up to an additional 178,571 shares of common stock at the public offering price, less the underwriting discount. If the underwriter’s option is exercised in full, it would result in additional gross proceeds of approximately $3.7 million, or additional net proceeds of approximately $3.6 million after deducting the underwriting discount. Sandler O’Neill + Partners, L.P. served as the sole underwriter for the offering.

 

A copy of the press releases issued by the Company announcing the closing of the offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit    
Number   Description
99.1   Press Release dated October 9, 2018.

 

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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 thereunto duly authorized.

 

  MALVERN BANCORP, INC.
     
Date:  October 9, 2018 By: /s/ Joseph D. Gangemi
    Joseph D. Gangemi
    Senior Vice President and Chief Financial Officer

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

 

(Graphic)

 

Investor Relations:

Joseph D. Gangemi

SVP & CFO

(610 695-3676

 

Investor Contact:

Ronald Morales

(610) 695-3646

 

 

 

Malvern Bancorp, Inc. Announces Closing of Public Offering of Common Stock

 

PAOLI, Pa., October 9, 2018 (GLOBE NEWSWIRE) – Malvern Bancorp, Inc. (NASDAQ: MLVF) (the “Company”), the parent company of Malvern Bank, National Association, announced today the closing of the Company’s previously announced underwritten public offering of 1,190,477 shares of common stock at a price to the public of $21.00 per share, resulting in gross proceeds of $25.0 million. The net proceeds of the offering after deducting the underwriting discount and other estimated offering expenses are expected to be approximately $23.4 million. The underwriter has a 30-day option to purchase up to an additional 178,571 shares of common stock at the public offering price, less the underwriting discount. If the underwriter’s option is exercised in full, it would result in additional gross proceeds of approximately $3.7 million, or additional net proceeds of approximately $3.6 million after deducting the underwriting discount. Sandler O’Neill + Partners, L.P. served as the sole underwriter for the offering.

 

The Company intends to use the net proceeds of the offering to increase its capital structure, to fund future organic growth and for working capital and other general corporate purposes. The Company may also use a portion of the net proceeds for future acquisitions, although the Company has no present commitments or agreements to do so.

 

This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities of the Company, which is made only by means of a prospectus supplement and related base prospectus, nor will there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

 

 

The Company has filed a shelf registration statement (including a prospectus) (File No. 333-219999) and a prospectus supplement with the Securities and Exchange Commission, or the SEC, for the offering to which this communication relates. The sale of shares of common stock in the underwritten offering is being made solely pursuant to such prospectus supplement and accompanying base prospectus. Before you invest, you should read the prospectus in the registration statement, the prospectus supplement, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting Sandler O’Neill + Partners, L.P., 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, or by phone at 1-866-805-4128.

 

About Malvern Bancorp, Inc.

 

Malvern Bancorp, Inc. is the holding company for Malvern Bank, National Association, a national bank that was originally organized in 1887 as a federally-chartered savings bank. Malvern Bank, National Association now serves as one of the oldest banks headquartered on the Philadelphia Main Line. For more than a century, Malvern Bank has been committed to helping people build prosperous communities as a trusted financial partner, forging lasting relationships through teamwork, respect and integrity.

 

Malvern Bank conducts business from its headquarters in Paoli, Pennsylvania, a suburb of Philadelphia and through its eight other banking locations in Chester, Delaware and Bucks counties, Pennsylvania and Morristown, New Jersey, its New Jersey regional headquarters. The Bank also operates representative offices in Palm Beach, Florida and Montchanin, Delaware. Its primary market niche is providing personalized service to its client base.

 

Malvern Bank, through its Private Banking division and strategic partnership with Bell Rock Capital in Rehoboth Beach, Delaware, provides personalized wealth management and advisory services to high net worth individuals and families. These services include banking, liquidity management, investment services, 401(k) accounts and planning, custody, tailored lending, wealth planning, trust and fiduciary services, family wealth advisory services and philanthropic advisory services. The Bank offers insurance services though Malvern Insurance Associates, LLC, which provides clients a rich array of financial services, including commercial and personal insurance and commercial and personal lending.

 

For further information regarding Malvern Bancorp, Inc., please visit our website at http://ir.malvernbancorp.com. For information regarding Malvern Bank, National Association, please visit our website at http://www.mymalvernbank.com.

 

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Forward-Looking Statements

 

This press release contains certain forward looking statements. 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 Malvern Bancorp, Inc., changes in federal and state tax laws, and changes in the securities markets. These risks and uncertainties are described in the preliminary prospectus supplement and accompanying prospectus referenced above, as well as in the Company’s other filings with the SEC, including under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect changes in beliefs, expectations or events.

 

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