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Section 1: 8-K


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): June 17, 2019

MELROSE BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)

Maryland
 
001-36702
 
47-0967316
(State or Other Jurisdiction
 
(Commission File No.)
 
(I.R.S. Employer
of Incorporation)
 
Identification No.)
 
638 Main Street, Melrose, Massachusetts
 
02176
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (781) 665-2500

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01
MELR
The Nasdaq Stock Market

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 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Melrose Bancorp, Inc. (the “Company”) (Nasdaq: MELR), the holding company of Melrose Bank (the “Bank”), a Massachusetts-chartered cooperative bank headquartered in Melrose, Massachusetts, today announced that it has notified The Nasdaq Stock Market of its intent to voluntarily delist its common stock from the Nasdaq Capital Market and to file a Form 25, Notification of Removal from Listing and/or Registration Under Section 12(b) of the Securities Exchange Act of 1934, with the Securities and Exchange Commission (“SEC”) on or about June 28, 2019. The Company is delisting its shares in order to eliminate the administrative and annual fees associated with being listed on Nasdaq. A copy of the press release announcing the delisting dated June 17, 2019 is attached as Exhibit 99 to this Current Report and is incorporated herein by reference.

Item 8.01.     Other Events.

On June 17, 2019, the Company also announced its intention to terminate the registration of its common stock under the Securities and Exchange Act of 1934, as amended, and suspend its periodic reporting obligations with the SEC.  For additional information regarding the deregistration, reference is made to the Company’s press release, which is attached as Exhibit 99 to this Current Report and is incorporated herein by reference.

 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
 
Press release dated June 17, 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.

 
MELROSE BANCORP, INC.
   
   
   
DATE: June 17, 2019
By:         /s/ Jeffrey D. Jones
 
Jeffrey D. Jones
 
President and Chief Executive Officer
   





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Section 2: EX-99.1 (EXHIBIT 99.1 - PRESS RELEASE DATED JUNE 17, 2019.)

Exhibit 99.1

FOR IMMEDIATE RELEASE:
Date: June 17, 2019
Contact:     Jeffrey D. Jones
President and Chief Executive Officer
 (781) 665-2500
Melrose Bancorp, Inc. Announces Voluntary NASDAQ Delisting and SEC Deregistration

Melrose, Massachusetts, June 17, 2019. Melrose Bancorp, Inc. (the “Company”), (Nasdaq: MELR), the holding company of Melrose Bank (the “Bank”), a Massachusetts-chartered cooperative bank headquartered in Melrose, Massachusetts, today announced its voluntary decision to delist its common stock from the NASDAQ Stock Market (“NASDAQ”) and deregister its common stock with the Securities and Exchange Commission (the “SEC”).
The Company has notified NASDAQ of its intent to voluntarily delist and withdraw the registration of its common stock with the SEC.  The Company intends to file a Form 25 (Notification of Removal from Listing) with the SEC on or about June 28, 2019.  The Company expects the last trading day of its shares of common stock on NASDAQ will be on or about July 8, 2019.

The Company also announced and intends to file a Form 15 (Certification and Notice of Termination From Registration) with the SEC on or about July 8, 2019.  Upon the filing of the Form 15, the Company’s obligation to file reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be suspended immediately and will terminate when deregistration becomes effective 90 days after the Form 15 is filed.  Following NASDAQ delisting, the Company expects its shares will be quoted on the OTC Pink Marketplace beginning on or about July 8, 2019 and will request to retain the trading symbol “MELR.”

Jeffrey D. Jones, Chief Executive Officer of the Company, said, “The Company’s Board of Directors authorized the delisting and deregistration after concluding that the significant costs of being a Nasdaq-listed company and remaining a SEC reporting company, including the regulatory compliance burden, outweighed the current benefits of NASDAQ listing and SEC registration.  The Board of Directors believes that the expense reductions inherent in delisting and deregistering will benefit the Company and its stockholders and serve to enhance the long term value of the Company by allowing management to focus on the Company’s core banking operations as opposed to spending considerable time and expense to comply with SEC reporting requirements.”  Mr. Jones also indicated that the Company will continue to provide stockholders with an annual report containing audited financial statements, and that quarterly interim financial statements will be available on the Company’s website at www.melrosebank.com.
Forward-Looking Statements
This press release contains certain forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company. 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 the Company and the Bank, and changes in the securities markets.  Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect changes in belief, expectations or events.
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