On May 14, 2021, Magyar Bancorp, Inc., a Delaware corporation (the Company), Magyar Bancorp, MHC (the MHC) and
Magyar Bank entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (KBW). KBW will assist in the marketing of the Companys common stock during the Companys stock offering in connection with the
MHCs pending conversion from a mutual holding company to a stock holding company.
For its services in the subscription and
community offering, KBW will receive a success fee equal to 1% of the aggregate purchase price of the shares of the Companys common stock sold in the subscription offering and 1.5% of the aggregate purchase price of shares sold in the
community offering, excluding shares purchased by the Companys officers, directors,
or employees (or members of their immediate family), including any IRAs for the benefit of such persons, any ESOPs,
tax-qualified
or stock-based compensation plans or similar plans, subject to the payment of a minimum success fee of $315,000. If the Company conducts a syndicated community offering, the Company will pay a
transaction fee not to exceed 6.0% of the aggregate purchase price of all shares of common stock sold in the syndicated community offering.
In addition, KBW will receive a fee of $30,000 for conversion agent and data processing records management agent services, as well as a
reimbursement for
out-of-pocket
expenses and legal expenses related to its marketing services and its conversion agent and data processing records management agent
services.
The shares of common stock are being offered pursuant to a Registration Statement on Form
S-1,
as amended (Registration
No. 333-254282),
filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated May 14, 2021.
The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which
is filed as Exhibit 1.1 hereto and incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
1.1
Agency Agreement dated May 14, 2021
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.
MAGYAR BANCORP, INC.
DATE: May 17, 2021
By:
/s/ John S. Fitzgerald
John S. Fitzgerald
President and Chief Executive Officer
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