Magyar Bancorp, Inc. (Form: 8-K, Received: 07/12/2021 06:05:09)

MAGYAR BANCORP, INC.

DATE: July 12, 2021

/s/ John S. Fitzgerald

John S. Fitzgerald

President and Chief Executive Officer

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): July 8, 2021

MAGYAR BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-51726

20-4154978

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)


400 Somerset Street, New Brunswick, New Jersey		08901
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (732) 342-7600

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:


Common stock, $0.01 par value per share	MGYR	The Nasdaq Stock Market, LLC
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 8, 2021, Magyar Bancorp, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware amendments to the Company’s Certificate of Incorporation (the “Amendments”). The Amendments, which were effective as of such date, were previously approved by stockholders of the Company at a Special Meeting of Stockholders.

The Amendments increase the number of shares of the Company’s capital stock from 9,000,000 (8,000,000 shares of common stock and 1,000,000 shares of preferred stock) to 14,500,000 (14,000,000 shares of common stock and 500,000 shares of preferred stock) and (2) provide that, unless the Company consents in writing to the selection of an alternative forum, a state or federal court in the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.

A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated by reference.

Item 8.01

Other Events

On July 12, 2021, the Company announced the preliminary results of its subscription offering in connection with the mutual-to-stock conversion of Magyar Bancorp, MHC.

A copy of the press release is attached as Exhibit 99 to this Current Report

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit		Description

3.1		Certificate of Amendment to Magyar Bancorp, Inc.’s Certificate of Incorporation

99		Press release dated July 12, 2021

104		Cover Page Interactive Data File (embedded within Inline XBRL document)

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.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

MAGYAR BANCORP, INC.

(Pursuant to 8 Del. C. Section 242)

Magyar Bancorp, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:

FIRST: That at a meeting of the Board of Directors of the Corporation, a resolution was duly adopted setting forth the proposed amendments of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and calling a meeting of stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that, subject to stockholder approval, the Certificate of Incorporation of the Corporation shall be amended by revising Article FOURTH, Section A thereof, so that, as amended, said Article FOURTH, Section A shall be and read as follows:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is Fourteen Million Five Hundred Thousand (14,500,000) consisting of:

Fourteen million (14,000,000) of Common Stock, par value one cent ($0.01) per share (the “Common Stock”); and

Five Hundred Thousand (500,000) shares of Preferred Stock, par value one cent ($0.01) per share (the “Preferred Stock”).

RESOLVED, that the Certificate of Incorporation of the Corporation to be amended by removing Articles ELEVENTH and TWELTH in their entirety, and replaced with:

ELEVENTH: Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensible parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article ELEVENTH.

RESOLVED, that the Certificate of Incorporation of the Corporation to be amended by renaming Articles THIRTEENTH and FOURTEETH as Articles TWELTH and THIRTEENTH with all references thereto updated accordingly.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Magyar Bancorp, Inc. has caused this certificate to be signed and attested to by its duly authorized officers this 8th day of July, 2021.


By:		/s/ John S. Fitzgerald
		John S. Fitzgerald
		President and Chief Executive Officer

Attest:

/s/ John Reissner

John Reissner

Corporate Secretary

Exhibit 99


		News

400 Somerset St., New Brunswick, NJ 08901

732.342.7600

MAGYAR BANCORP, INC. ANNOUNCES EXPECTED CLOSING DATE OF

CONVERSION AND OFFERING RESULTS

New Brunswick, New Jersey, July 12, 2021 — Magyar Bancorp, Inc. (NASDAQ: MGYR) (the “Company”), parent company of Magyar Bank, announced today that all regulatory approvals have been received to close the conversion of Magyar Bancorp, MHC (the “MHC”) from the mutual holding company to the stock holding company form of organization and the Company’s related stock offering. The Company anticipates closing the transaction at the close of business on Wednesday, July 14, 2021.

The offering is expected to be completed at the maximum of the offering range, resulting in the sale of 3,910,000 shares of Company common stock at $10.00 per share. The offering was oversubscribed by orders of eligible depositors of Magyar Bank as of December 31, 2019 and as a result subscribers in the offering will be allocated shares for which they subscribed pursuant to the procedures as described in the prospectus. Magyar Bank’s employee stock ownership plan was unable to purchase shares in the offering and, as disclosed in the prospectus, it is expected to purchase up to 8% of the shares that were sold in the offering in the open market once the offering and conversion have closed.

The shares of the Company’s common stock currently trade on the Nasdaq Global Market under the symbol “MGYR” and will continue to trade on the Nasdaq Global Market under the symbol “MGYR” following the closing of the conversion and offering.

Purchasers may confirm their allocations online at https://allocations.kbw.com or by contacting the Stock Information Center at (877) 643-8217 between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday, except on bank holidays.

The Company’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), expects to mail Direct Registration System (“DRS”) Book-Entry statements for shares purchased in the subscription offering and refund and interest checks on or about July 14, 2021.

As part of the conversion transaction, each existing share of common stock of the Company owned as of the closing date by the Company’s public stockholders (stockholders other than the MHC) will be converted into new shares of the Company at an exchange ratio expected to be equal to 1.2213 shares of Company common stock for each share of Company common stock. Cash will be issued in lieu of a fractional share based on the offering price of $10.00 per share. Approximately 7,098,070 shares of the Company’s common stock are expected to be outstanding after the completion of the conversion and offering, before accounting for adjustments for fractional shares.

Company stockholders holding their shares in street name will receive their shares of Company common stock within their accounts automatically. Stockholders holding shares in certificated form will be mailed a letter of transmittal as soon as practicable after July 14, 2021, containing instructions as to how to exchange their shares. Stockholders will receive a DRS statement and cash in lieu of fractional shares after returning their Company stock certificates and a properly completed letter of transmittal to AST.

Luse Gorman, PC has acted as legal counsel to the Company, the MHC and Magyar Bank. Keefe, Bruyette & Woods, Inc., a Stifel Company, has acted as marketing agent for the Company in connection with the subscription offerings, and Goodwin Procter LLP has acted as legal counsel to Keefe, Bruyette & Woods, Inc., a Stifel Company.

Legal Disclosures

A registration statement relating to the Company’s common stock has been filed with the Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock.

The shares of the Company’s common stock are not savings accounts or savings deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental 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: risks 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 Magyar Bancorp, Inc.

Magyar Bancorp is the parent company of Magyar Bank, a community bank headquartered in New Brunswick, New Jersey. Magyar Bank has been serving families and businesses in Central New Jersey since 1922 with a complete line of financial products and services. Magyar operates seven branch locations in New Brunswick, North Brunswick, South Brunswick, Branchburg, Bridgewater, and Edison (2). Please visit us online at www.magbank.com.