Maryland
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37-1962248
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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Edward H. Schaefer
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Kip Weissman, Esquire
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President and Chief Executive Officer
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Steven Lanter, Esquire
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FFBW, Inc.
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Luse Gorman, PC
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1360 South Moorland Road
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5335 Wisconsin Ave., N.W., Suite 780
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Brookfield, Wisconsin 53005
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Washington, DC 20015-2035
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(262) 542-4448
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(202) 274-2000
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(Name, Address and Telephone
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Number of Agent for Service)
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Large accelerated filer ◻
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Accelerated filer ◻
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Non-accelerated filer ⌧
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Smaller reporting company ⌧
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Emerging growth company ⌧
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Title of Securities to be Registered
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Amount to be Registered (1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common stock, par value $0.01 per share
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5,000 (2)
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$11.25(5)
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$56,250
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$7
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Common stock, par value $0.01 per share
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30,000(3)
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$11.29(5)
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$338,700
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$37
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Common stock, par value $0.01 per share
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562,599(4)
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$11.57(5)
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$6,509,271
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$711
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Total Securities
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597,599
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̶
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$6,904,221
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$755
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(1) |
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the FFBW, Inc. 2021 Equity Incentive Plan (the “Equity Plan”) as a result of a stock split,
stock dividend or similar adjustment of the outstanding common stock of FFBW, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
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(2) |
Represents the number of shares of common stock currently reserved for issuance for options that were granted on May 26, 2021, but have not been exercised by the recipient pursuant to the Equity Plan.
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(3) |
Represents the number of shares of common stock currently reserved for issuance for options that were granted on May 27, 2021, but have not been exercised by the recipient pursuant to the Equity Plan.
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(4) |
Represents the number of shares of common stock reserved for issuance under the Equity Plan for any unvested awards of restricted stock and for any grants of stock options and restricted stock.
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(5) |
Determined pursuant to 17 C.F.R. Section 230.457(h)(1) of the Securities Act.
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Regulation S-K
Exhibit Number
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Document
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Item 9. |
Undertakings
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FFBW, INC.
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By:
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/s/ Edward H. Schaefer
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Edward H. Schaefer
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President and Chief Executive Officer
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(Duly Authorized Representative)
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Signatures
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Title
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Date
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/s/Edward H. Schaefer
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President, Chief Executive Officer
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September 2, 2021
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Edward H. Schaefer
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and Director
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(Principal Executive Officer)
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/s/ Steven L. Wierschem
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Chief Financial Officer
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September 2, 2021
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Steven L. Wierschem
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(Principal Financial Officer)
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/s/ Leann Eddingsaas
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Principal Accounting Officer
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September 2, 2021
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Leann Eddingsaas
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/s/ James A. Tarantino
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Chairman of the Board
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September 2, 2021
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James A. Tarantino
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Signatures
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Title
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Date
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/s/ Kathryn Gutenkunst
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Director
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September 2, 2021
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Kathryn Gutenkunst
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/s/ JoAnne Anton
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Director
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September 2, 2021
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JoAnne Anton
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/s/ James P. Lenahan
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Director
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September 2, 2021
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James P. Lenahan
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/s/ DeVona Wright Cottrell
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Director
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September 2, 2021
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DeVona Wright Cottrell
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/s/ Michael J. Pjevach
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Director
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September 2, 2021
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Michael J. Pjevach
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/s/ Jose A. Olivieri
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Director
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September 2, 2021
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Jose A. Olivieri
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/s/ Christine A. Specht
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Director
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September 2, 2021
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Christine A. Specht
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Re: |
FFBW, Inc. - Registration Statement on Form S-8
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Very truly yours,
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/s/ Luse Gorman, PC
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LUSE GORMAN, PC
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1.
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Name of
Participant.________________.
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2.
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Date of
Grant. ___________________, 20 .
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3.
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Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock
Award._________
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4.
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted
Stock Award first becomes earned in accordance with the vesting schedule specified herein.
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Vesting Date
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Number of Shares Vesting
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5.
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Grant of Restricted Stock
Award.
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6. |
Terms and Conditions.
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6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote.
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6.2 |
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be distributed to the Participant immediately.
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7.
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Delivery of
Shares.
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8.
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Change in Control.
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8.1 |
In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.
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8.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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9.
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Adjustment Provisions.
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10.
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Effect of Termination of
Service on Restricted Stock Award.
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(i)
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Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an
outstanding Award, whether or not immediately vested, at the date of Termination of Service.
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(ii)
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Disability. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding
Award, whether or not immediately vested, at the date of Termination of Service.
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(iii)
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Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has not vested as of
the date of Termination of Service will expire and be forfeited. “Retirement” shall have the meaning set forth in Section 8.1(cc) of the Plan.
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(iv)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will expire and be
forfeited.
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(v)
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Other Termination. If a Participant terminates Service for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in
Control or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.
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11.1 |
This Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company with respect to the shares underlying the Award prior to the date on which the individual fulfills all conditions for receipt of such
rights.
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11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.3 |
This Restricted Stock Award is not transferable except as provided for in the Plan.
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11.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Wisconsin.
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11.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any
shares of Stock hereunder if the issuance of the shares would constitute a violation of any such law, regulation or order or any provision thereof.
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11.6 |
Restricted Stock Awards under this Agreement are subject to any required federal, state and local tax withholding which may be effected in the manner or manners permitted by the Company.
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11.7 |
Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate the employment or service of the Participant at any time, nor confer upon the Participant any right to continue in the
employ or service of the Company or any Affiliate.
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11.8 |
In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.
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11.9 |
This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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1.
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Name of Participant. ______________________
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2.
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Date of Grant. __________________, 20 .
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3.
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Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to
this Option.______________
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•
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This Award is intended to be an Incentive Stock Option. The Option will be an Incentive Stock Option to the maximum extent permitted under the tax laws, which means that up to $100,000 of Options that vest in any one calendar year
will be Incentive Stock Options (based on the exercise price of the Option).
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•
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Please note that for purposes of determining the maximum number of Options that can vest in any one calendar year as Incentive Stock Options, the Options granted to you pursuant to this Agreement that vest in a calendar year will be
aggregated with any earlier Option grant you received that vest in the same calendar year. If you vest in the maximum number of Incentive Stock Options in which you are permitted to vest for a calendar year under a prior Option Award, any
Options that you receive under this Agreement that vest in the same calendar year will be considered Non-Qualified Stock Options.
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4.
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Exercise price
per share. $_________________
(subject to adjustment pursuant to Section 10 below)
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5.
6.
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Expiration Date of Option.__________________, 20 .
Notwithstanding anything in this Agreement to the contrary, no part of this Option may be exercised at any time on or after the expiration date.
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Vesting Date
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Number of Options Vesting
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7.
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Exercise Procedure.
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7.1 |
Delivery of Notice of Exercise of Option. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice
of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:
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•
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Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.
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•
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Stock of the Company in full/partial payment of the purchase price.
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•
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By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding).
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•
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By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
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7.2 |
“Fair Market Value” shall have the meaning set forth in Section 8.1(r) of the Plan.
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8.
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Delivery of Shares.
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8.1 |
Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable
requirements of any securities exchange or similar entity.
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9.
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Change in Control.
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9.1 |
In the event of the Participant’s Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions
otherwise applicable to the Option.
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9.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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10.
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Adjustment Provisions.
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11.
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Termination of Option and Accelerated Vesting.
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(i)
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Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s
Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on
the expiration date of this Option, if earlier. In order for the Options to have ISO treatment, the Participant’s death must have occurred while employed or within three months of Termination of Service.
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(ii)
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Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s
Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the
Option’s expiration date, if earlier.
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(iii)
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Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the
Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). “Retirement” shall have the meaning set forth in Section 8.1(cc) of
the Plan. Options exercised more than three months following Retirement will not have ISO treatment.
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(iv)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.
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(v)
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Other Termination. If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change
in Control or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following termination.
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12.
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Miscellaneous
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12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
Except as otherwise provided by the Committee, Incentive Stock Options under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the
Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an Incentive Stock Option as of the
day of the transfer.
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12.4 |
Under current tax laws, an Option that is exercised as an Incentive Stock Option is not subject to ordinary income taxes so long as it is held for the requisite holding period, e.g., two (2) years from the date of grant of the Option and
one (1) year from the date of exercise, whichever is later.
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12.5 |
This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin.
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12.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.
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12.7 |
This Option is subject to forfeiture in accordance with the provisions of Section 7.17 of the Plan or as otherwise adopted by the Company.
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___ |
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
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___ |
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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___ |
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding).
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___ |
Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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1.
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Name of Participant._____________________
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2.
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Date of Grant. ________________, 20 .
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3.
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Total number of shares of Company common stock, $0.01 par value per share, that
may be acquired pursuant to this Option._____________
(subject to adjustment pursuant to Section 10
hereof).
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•
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This is a Non-Qualified Option.
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4.
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Exercise price per share. $_____________________
(subject to adjustment pursuant to Section 10
below)
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5. |
Expiration Date of Option. _____________, 20 . Notwithstanding anything in this Agreement to the contrary, no part
of this Option may be exercised at any time on or after the expiration date.
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6. |
Vesting Schedule. Unless sooner vested in accordance with the terms of the Plan and this Agreement, the Option granted hereunder will vest (i.e., become exercisable) in accordance with the following schedule:
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Vesting Date
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Number of Options Vesting
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7.1 |
Delivery of Notice of Exercise of Option. This Option will be
exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached
hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:
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•
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Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.
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•
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Stock of the Company in full/partial payment of the purchase price.
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•
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By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if
applicable, any required tax withholding).
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•
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By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
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7.2 |
“Fair Market Value” shall have the meaning set forth in Section
8.1(r) of the Plan.
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8.
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Delivery
of Shares.
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8.1 |
Delivery of Shares. Delivery of shares of Common Stock upon the
exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
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9.
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Change
in Control.
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9.1 |
In the event of the Participant’s Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time,
will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
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9.2 |
A “Change in Control” will be deemed to have occurred as provided
in Section 4.2 of the Plan.
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10.
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Adjustment
Provisions.
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11.
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Termination
of Option and Accelerated Vesting.
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(i)
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Death. This Option will become
exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the
Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.
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(ii)
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Disability. This Option will become
exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a
period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.
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(iii)
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Retirement. Vested Options may be
exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement).
“Retirement” shall have the meaning set forth in Section 8.1(cc) of the Plan.
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(iv)
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Termination for Cause. If the
Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.
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(v)
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Other Termination. If the Participant’s
Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of
such termination, for a period of three (3) months following termination.
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12.
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Miscellaneous.
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12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of
such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
At the discretion of the Committee, a Non-Qualified Option granted under the Plan may be transferable by the Participant, provided, however, that transfers will be
limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that the transfers are not made for consideration
to the Participant.
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12.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin.
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12.5 |
This Option will be subject to any required federal, state and local tax withholding, which may be effected in the manner or manners permitted by the Company.
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12.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.
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12.7 |
This Option is subject to forfeiture in accordance with the provisions of Section 7.17 of the Plan or as otherwise adopted by the Company.
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___ |
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
|
___ |
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
|
___ |
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax
withholding).
|
___ |
Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
|