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Section 1: 8-K (FORM 8-K 1895 BANCORP OF WISCONSIN, INC. JANUARY 8, 2019)

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 8, 2019

1895 Bancorp of Wisconsin, Inc.
(Exact Name of Registrant as Specified in Charter)

Federal
 
001-38778
 
Applied For
(State or Other Jurisdiction)
 
(Commission File No.)
 
(I.R.S. Employer
of Incorporation)
 
Identification No.)
 
7001 West Edgerton Avenue, Greenfield, Wisconsin
 
53220
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (414) 421-8200

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 T
 
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 8, 2019, 1895 Bancorp of Wisconsin, Inc. (“the Company”) announced that PyraMax Bank, FSB had completed its mutual holding company reorganization and the Company had closed its stock offering.  A copy of the press release is included herein as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits

(a)
Financial Statements of Businesses Acquired.  Not applicable.

(b)
Pro Forma Financial Information.  Not applicable.

(c)
Shell Company Transactions.  Not applicable.

(d)
Exhibits.

Exhibit No.     Description
 
   99.1      Press Release dated January 8, 2019




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.


 
1895 BANCORP OF WISCONSIN, INC.
   
   
   
DATE: January 8, 2019
By:          /s/ Richard Hurd
 
Richard Hurd
 
President and Chief Executive Officer



 
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Section 2: EX-99.1 (PRESS RELEASE DATED JANUARY 8, 2019)


EXHIBIT 99.1
 
 
FOR IMMEDIATE RELEASE
CONTACT: Richard B. Hurd, President and Chief Executive Officer
TELEPHONE: (414) 421-8200

1895 BANCORP OF WISCONSIN COMPLETES STOCK OFFERING AND REORGANIZATION

Greenfield, Wisconsin, January 8, 2019: 1895 Bancorp of Wisconsin, Inc. (the “Company”), the federally-chartered holding company for PyraMax Bank, FSB (the “Bank”), announced today that it completed its stock offering in connection with the mutual holding company reorganization of the Bank.

The Company sold 2,145,738 shares of common stock at $10.00 per share in its subscription offering for gross proceeds of approximately $21.5 million, including 175,528 shares purchased by the Bank’s employee stock ownership plan. In connection with the reorganization, the Company also issued 48,767 shares of common stock to 1895 Bancorp of Wisconsin Community Foundation, Inc. and 2,682,172 shares of common stock to 1895 Bancorp of Wisconsin, MHC, a federally-chartered mutual holding company.

Shares of the Company’s common stock are expected to begin trading on January 9, 2019 on the Nasdaq Capital Market under the trading symbol “BCOW.” Direct Registration Statements reflecting the shares purchased in the stock offering are expected to be mailed to subscribers on or about January 9, 2019.

Subscribers in the subscription offering may confirm their allocation online at https://allocations.kbw.com or by contacting the Stock Information Center at 1-(877) 643-8217.  The Stock Information Center is open Monday through Friday, between 9:00 a.m. and 3:00 p.m. Central Time.

Rick Hurd, Chief Executive Officer of the Company, said: “Our board of directors, and the officers and employees of the Bank would like to extend our appreciation to our customers for their loyalty and support in completing our reorganization and stock offering. We look forward to continuing to serve our community, attaining our strategic goals and delivering value to our stockholders.”

Luse Gorman, PC, Washington, D.C., served as special counsel to the Company and the Bank for the reorganization and offering.  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 Bank in connection with the reorganization and offering.  Silver, Freedman, Taff & Tiernan LLP, Washington, D.C., served as counsel to Keefe, Bruyette & Woods, Inc.

PyraMax Bank, FSB was established in 1895 and conducts its business from its headquarters in Greenfield, Wisconsin.  Its banking office network currently has five full service banking offices in Milwaukee County, two full service banking offices in Waukesha County and one full service banking office in Ozaukee County, Wisconsin.
 

This release contains certain forward-looking statements based on current expectations, estimates and projections about the Company’s industry, and management’s beliefs and assumptions. Words such as anticipates, expects, intends, plans, believes, estimates and variations of such words and expressions are intended to identify forward-looking statements. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to forecast. Therefore, actual results may differ materially from those expressed or forecast in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information or otherwise.
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