Maryland
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46-5396964
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Mr. Richard J. Gavegnano
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Lawrence M. F. Spaccasi, Esquire
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Chairman of the Board
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Luse Gorman, PC
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President and Chief Executive Officer
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5335 Wisconsin Ave., N.W., Suite 780
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Meridian Bancorp, Inc.
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Washington, DC 20015-2035
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67 Prospect Street
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(202) 274-2000
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Peabody, Massachusetts 01960
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(617) 567-1500
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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 [X ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting 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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4,550,000
(2)
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$13.48
(4)
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$61,334,000
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$6,177
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Stock Options
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3,250,000
(3)
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____
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____
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N/A
(5)
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(1)
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Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Meridian Bancorp, Inc. 2015 Equity Incentive Plan (the “Equity Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Meridian Bancorp, 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)
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Represents the number of shares of common stock reserved for issuance under the Equity Plan for any future grants of stock options and restricted stock.
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(3)
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Represents the number of stock options reserved for issuance under the Equity Plan for any future grants of stock options.
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(4)
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Determined pursuant to 17 C.F.R. Section 230.457(h)(1) of the Securities Act.
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(5)
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Pursuant to 17 C.F.R. Section 230.457(h)(3) of the Securities Act, no registration fee is required to be paid.
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________________________
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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4
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Form of Common Stock Certificate
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*
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5
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Opinion of Luse Gorman, PC
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Attached as Exhibit 5
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10.1
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Meridian Bancorp, Inc. 2015 Equity Incentive Plan
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**
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23.1
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Consent of Luse Gorman, PC
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Contained in Exhibit 5
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23.2
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Consent of Independent Registered Public Accounting Firm
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Attached as Exhibit 23.2
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24
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Power of Attorney
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Contained on Signature Page
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*
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Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-194454) filed by the Company under the Securities Act, with the Commission on March 10, 2014, and all amendments or reports filed for the purpose of updating such description.
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**
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Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of Meridian Bancorp, Inc. (File No. 001-36573), filed by the Company under the Exchange Act on August 18, 2015.
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MERIDIAN BANCORP, INC.
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By:
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/s/ Richard J. Gavegnano
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Richard J. Gavegnano
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Chairman of the Board, 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/ Richard J. Gavegnano
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Chairman of the Board, President and Chief Executive Officer
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October 8, 2015
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Richard J. Gavegnano
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(Principal Executive Officer)
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/s/ Mark L. Abbate
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Executive Vice President, Treasurer and Chief Financial Officer
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October 8, 2015
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Mark L. Abbate
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(Principal Financial and Accounting Officer)
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/s/ Vincent D. Basile
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Director
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October 8, 2015
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Vincent D. Basile
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/s/ Marilyn A. Censullo
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Director
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October 8, 2015
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Marilyn A. Censullo
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Signatures
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Title
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Date
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/s/ Anna R. DiMaria
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Director
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October 8, 2015
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Anna R. DiMaria
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/s/ Richard F. Fernandez
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Director
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October 8, 2015
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Richard F. Fernandez
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/s/ Domenic A.Gambardella
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Director
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October 8, 2015
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Domenic A. Gambardella
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/s/ Thomas J. Gunning
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Director
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October 8, 2015
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Thomas J. Gunning
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/s/ Carl A. LaGreca
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Director
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October 8, 2015
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Carl A. LaGreca
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/s/ Edward L. Lynch
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Director
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October 8, 2015
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Edward L. Lynch
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/s/ Edward J. Merritt
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Director
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October 8, 2015
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Edward J. Merritt
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/s/ Gregory F. Natalucci
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Director
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October 8, 2015
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Gregory F. Natalucci
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/s/ James G. Sartori
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Director
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October 8, 2015
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James G. Sartori
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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4
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Form of Common Stock Certificate
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*
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5
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Opinion of Luse Gorman, PC
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Attached as Exhibit 5
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10.1
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Meridian Bancorp, Inc. 2015 Equity Incentive Plan
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**
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23.1
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Consent of Luse Gorman, PC
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Contained in Exhibit 5
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23.2
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Consent of Independent Registered Public Accounting Firm
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Attached as Exhibit 23.2
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24
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Power of Attorney
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Contained on Signature Page
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*
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Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-194454) filed by the Company under the Securities Act, with the Commission on March 10, 2014, and all amendments or reports filed for the purpose of updating such description.
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**
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Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of Meridian Bancorp, Inc. (File No. 001-36573), filed by the Company under the Exchange Act on August 18, 2015.
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Re:
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Meridian Bancorp, Inc.
-
Registration Statement on Form S-8
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Very truly yours,
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/s/ Luse Gorman, PC | |
LUSE GORMAN, PC
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