0000943374-21-000272.txt : 20210623 0000943374-21-000272.hdr.sgml : 20210623 20210622173411 ACCESSION NUMBER: 0000943374-21-000272 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210622 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210623 DATE AS OF CHANGE: 20210622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1895 Bancorp of Wisconsin, Inc. CENTRAL INDEX KEY: 0001751692 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38778 FILM NUMBER: 211036454 BUSINESS ADDRESS: STREET 1: 7001 WEST EDGERTON AVENUE CITY: GREENFIELD STATE: WI ZIP: 53220 BUSINESS PHONE: 414-421-8200 MAIL ADDRESS: STREET 1: 7001 WEST EDGERTON AVENUE CITY: GREENFIELD STATE: WI ZIP: 53220 8-K 1 form8k_062221.htm 1895 BANCORP OF WISCONSIN, INC. FORM 8-K JUNE 22, 2021
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): June 22, 2021

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


Maryland
    
333-254135
  
Pending
(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)

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

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
None
        

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 June 22, 2021, 1895 Bancorp of Wisconsin, Inc., a federal corporation (“Old 1895 Bancorp”) issued a press release announcing that 1895 Bancorp of Wisconsin, Inc., the newly formed Maryland corporation that is the proposed successor holding company for PyraMax Bank, FSB (“New 1895 Bancorp”), had completed its stock offering in connection with Old 1895 Bancorp’s pending conversion from the mutual holding company structure to the stock holding company form of organization.  A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)
                 Exhibits.

 
Exhibit No.
Description
 
 
  
 



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: June 22, 2021
By:  
 /s/ Richard B. Hurd
   
Richard B. Hurd
   
Chief Executive Officer


EX-99.1 2 ex99-1_8k062221.htm PRESS RELEASE DATED JUNE 22, 2021
EXHIBIT 99.1


FOR IMMEDIATE RELEASE


Contact:       Richard Hurd
  Chief Executive Officer
Telephone:   (414) 421-8200

1895 BANCORP OF WISCONSIN, INC.
ANNOUNCES COMPLETION OF SUBSCRIPTION OFFERING

Greenfield, Wisconsin, June 22, 2021 — 1895 Bancorp of Wisconsin, Inc. (the “Company”) (NASDAQ: BCOW), the holding company for PyraMax Bank (the “Bank”), announced today that 1895 Bancorp of Wisconsin, Inc., a newly formed Maryland corporation that is the proposed successor holding company of the Bank (“New 1895 Bancorp”), has completed the subscription offering being conducted in connection with the Company’s previously announced plan to convert from the mutual holding company to the fully public stock holding company form of organization.

Sufficient orders were received in the subscription offering such that it is expected that no community offering or syndicated offering will be held.  The Company is currently processing the orders received; accordingly, no further information regarding the offering is available at this time.  The closing of the offering and conversion remains subject to customary regulatory approvals, as well as the approval of the members of 1895 Bancorp of Wisconsin, MHC and stockholders of the Company.  Special meetings of members and stockholders have been called for June 25, 2021.
 
Any questions regarding the conversion or the offering may be directed to the Stock Information Center by telephone at (877) 643-8217.

This release is neither an offer to sell nor a solicitation of an offer to buy common stock.  The offer is made only by the prospectus when accompanied by a stock order form.  The shares of common stock of the new holding company are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

Forward-Looking Statements
Certain statements contained herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such statements may be identified by words such as “may,” “will,” “would,” “intend,” “believe,” “expect,” “plan,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. These statements are based upon the current beliefs and expectations of Company management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors.  Factors that could cause such differences to exist include, but are not limited to: the failure to obtain the final approval of the Board of Governors of the Federal Reserve for the proposed conversion and related stock offering, delays in obtaining such approvals, or adverse conditions imposed in connection with such approvals; failure to obtain stockholder and/or member approval of the conversion; those related to the real estate and economic environment, particularly in the market areas in which the Company operates; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; fluctuations in the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; the effects of any pandemic, including COVID-19; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; the risk that the Company may not be successful in the implementation of its business strategy; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in the Company’s filings with the Securities and Exchange Commission, which are available at the SEC’s website, www.sec.gov.
The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above or other factors could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically disclaims any obligation to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

About 1895 Bancorp of Wisconsin, Inc.
The Company is a federal corporation based in Greenfield, Wisconsin. The Company’s banking subsidiary, Pyramax Bank, opened in 1895 and currently operates six full-service offices serving customers in the counties of Milwaukee, Ozaukee and Waukesha Wisconsin.