Federal
|
6712
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74-3164710
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(State
or Other Jurisdiction of
|
(Primary
Standard Industrial
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(I.R.S.
Employer
|
Incorporation
or Organization)
|
Classification
Code Number)
|
Identification
Number)
|
Alan
Schick, Esq.
Steven
Lanter, Esq.
Luse
Gorman Pomerenk & Schick, P.C.
5335
Wisconsin Avenue, N.W., Suite 400
Washington,
D.C. 20015
|
Copies to: |
James
Stewart ,
Esq.
Malizia
Spidi & Fisch, PC
901
New York Avenue, N.W.
Suite
210 East
Washington,
DC 20001
|
Title
of each class of
securities
to be registered
|
Amount
to be
registered
|
Proposed
maximum offering price
per
share
|
Proposed
maximum aggregate
offering
price
|
Amount
of
registration
fee
|
Common
Stock, $0.10 par value per share
|
1,305,308
shares
|
$10.00
|
$13,053,080
(1)
|
$401
(2)
|
Participation
Interests
|
281,276
interests
|
—
|
—
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(3)
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(1)
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Estimated
solely for the purpose of calculating the registration fee.
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(2)
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Previously
paid.
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(3)
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The
securities of FSB Community Bankshares, Inc. to be purchased by the
Fairport Savings Bank 401(k) Plan are included in the amount shown
for
common stock. However, pursuant to Rule 457(h) of the Securities
Act of
1933, as amended, no separate fee is required for the participation
interests. Pursuant to such rule, the amount being registered has
been
calculated on the basis of the number of shares of common stock that
may
be purchased with the current assets of such plan.
|
PART
II:
|
INFORMATION
NOT REQUIRED IN
PROSPECTUS
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Item
24.
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Indemnification
of Directors and Officers
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(i)
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Any
amount for which that person becomes liable under a judgment in such
action; and
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(ii)
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Reasonable
costs and expenses, including reasonable attorneys’ fees, actually paid or
incurred by that person in defending or settling such action, or
in
enforcing his or her rights under this section if he or she attains
a
favorable judgment in such enforcement
action.
|
(i)
|
Final
judgment on the merits is in his or her favor;
or
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(ii)
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In
case of:
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a.
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Settlement,
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b.
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Final
judgment against him or her,
or
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c.
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Final
judgment in his or her favor, other than on the merits, if a majority
of
the disinterested directors of the savings association determine
that he
or she was acting in good faith within the scope of his or her employment
or authority as he or she could reasonably have perceived it under
the
circumstances and for a purpose he or she could reasonably have believed
under the circumstances was in the best interest of the savings
association or its members. However, no indemnification shall be
made
unless the association gives the Office at least 60 days notice of
its
intention to make such indemnification. Such notice shall state the
facts
on which the action arose, the terms of any settlement, and any
disposition of the action by a court. Such notice, a copy thereof,
and a
certified copy of the resolution containing the required determination
by
the board of directors shall be sent to the Regional Director, who
shall
promptly acknowledge receipt thereof. The notice period shall run
from the
date of such receipt. No such indemnification shall be made if the
OTS
advises the association in writing, within such notice period, of
its
objection thereto.
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(i)
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“Action”
means any judicial or administrative proceeding, or threatened proceeding,
whether civil, criminal, or otherwise, including any appeal or other
proceeding for review;
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(ii)
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“Court”
includes, without limitation, any court to which or in which any
appeal or
any proceeding for review is
brought;
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(iii)
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“Final
Judgment” means a judgment, decree, or order which is not appealable or as
to which the period for appeal has expired with no appeal
taken;
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(iv)
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“Settlement”
includes the entry of a judgment by consent or confession or a plea
of
guilty or of nolo
contendere.
|
|
|
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Amount
|
|
Legal
Fees and Expenses*, (1)
|
|
$
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310,000
|
|
Accounting
Fees and Expenses*
|
|
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100,000
|
|
Marketing
Agent Fees and Expenses
|
|
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210,000
|
|
Appraisal
Fees and Expenses
|
|
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30,000
|
|
Business
Plan Fees and Expenses
|
|
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20,000
|
|
Conversion
Agent Fees and Expenses
|
|
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15,000
|
|
Printing,
Postage, Mailing and EDGAR*
|
|
|
110,000
|
|
Filing
Fees (OTS, NASD and SEC)
|
|
|
9,603
|
|
State
Filing Fees*
|
|
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15,000
|
|
Other
|
|
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34,997
|
|
Total
|
|
$
|
854,600
|
|
1.1
|
Engagement
Letter between FSB Community Bankshares, Inc. and Sandler O’Neill &
Partners, L.P.*
|
1.2
|
Form
of Agency Agreement between FSB Community Bankshares, Inc. and
Sandler
O’Neill & Partners, L.P.*
|
2
|
Plan
of Stock Issuance
|
3.1
|
Charter
of FSB Community Bankshares, Inc.*
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3.2
|
Bylaws
of FSB Community Bankshares, Inc.*
|
4
|
Form
of Common Stock Certificate of FSB Community Bankshares,
Inc.*
|
5
|
Opinion
of Luse Gorman Pomerenk & Schick regarding legality of securities
being registered*
|
8
|
Federal
Tax Opinion of Luse Gorman Pomerenk &
Schick*
|
10.1
|
Employment
Agreement of Dana C. Gavenda*
|
10.2
|
Supplemental
Executive Retirement Plan*
|
10.3
|
Form
of Employee Stock Ownership Plan*
|
16
|
Letter
of Mengel, Metzger, Barr & Co LLP regarding change in
accountants*
|
21
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Subsidiaries
of Registrant*
|
23.1
|
Consent
of Luse Gorman Pomerenk & Schick (contained in Opinions included as
Exhibits 5 and 8)*
|
23.2
|
Consent
of Beard Miller Company, LLP*
|
23.3
|
Consent
of RP Financial, LC.*
|
24
|
Power
of Attorney (set forth on signature page)
|
99.1
|
Prospectus
Supplement for 401(k) Plan*
|
99.2
|
Appraisal
Agreement between FSB Community Bankshares, Inc. and RP Financial,
LC.*
|
99.3
|
Business
Plan Agreement between FSB Community Bankshares, Inc. and Keller
&
Company*
|
99.4
|
Appraisal
Report of RP Financial, LC. *,**
|
99.5
|
Letter
of RP Financial, LC. with respect to Subscription
Rights*
|
99.6
|
Marketing
Materials*
|
99.7
|
Order
and Acknowledgment Form*
|
99.8 | Press Release |
99.9 | Prospectus Supplement |
*
|
Previously
filed.
|
**
|
Supporting
financial schedules filed in paper format only pursuant to Rule
202 of
Regulation S-T. Available for inspection during business hours
at the
principal offices of the SEC in Washington,
D.C.
|
(i)
|
Include
any prospectus required by Section 10(a)(3) of the Securities Act
of
1933;
|
|
|
|
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FSB
COMMUNITY BANKSHARES, INC.
|
|
|
|
|
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By:
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/s/ Dana
C. Gavenda
|
|
Dana
C. Gavenda
President,
Chief Executive Officer and Director
(Duly
Authorized Representative)
|
Signatures
|
Title
|
Date
|
||
/s/
Dana C. Gavenda
|
President,
Chief Executive Officer and
Director
|
June
20, 2007
|
||
Dana C. Gavenda |
(Principal
Executive Officer)
|
|
||
/s/
Kevin Maroney
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Senior
Vice President and Chief Financial Officer
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June
20, 2007
|
||
Kevin
Maroney
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(Principal
Financial and Accounting Officer)
|
|
||
/s/
Thomas J. Hanss
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Chairman
of the Board
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June
20, 2007
|
||
Thomas J. Hanss |
|
|||
/s/
Terence O’Neil
|
Vice
Chairman of the Board
|
June
20, 2007
|
||
Terence
O’Neil
|
|
|||
|
||||
/s/
D. Lawrence Keef
|
Director
|
June
20, 2007
|
||
D.
Lawrence Keef
|
|
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/s/
James E. Smith
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Director
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June
20, 2007
|
||
James
E. Smith
|
||||
/s/
Lowell T. Twitchell
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Director
|
June
20, 2007
|
||
Lowell
T. Twitchell
|
||||
/s/
Robert W. Sturn
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Director
|
June
20, 2007
|
||
Robert
W. Sturn
|
||||
/s/
Charis W. Warshof
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Director
|
June
20, 2007
|
||
Charis
W. Warshof
|
|
|
||
/s/
Gary Lindsay
|
Director
|
June
20, 2007
|
||
Gary
Lindsay
|
|
|
1.1
|
Engagement
Letter between FSB Community Bankshares, Inc. and Sandler O’Neill &
Partners, L.P.*
|
1.2
|
Form
of Agency Agreement between FSB Community Bankshares, Inc. and
Sandler
O’Neill & Partners, L.P.*
|
2
|
Plan
of Stock Issuance
|
3.1
|
Charter
of FSB Community Bankshares, Inc.*
|
3.2
|
Bylaws
of FSB Community Bankshares, Inc.*
|
4
|
Form
of Common Stock Certificate of FSB Community Bankshares,
Inc.*
|
5
|
Opinion
of Luse Gorman Pomerenk & Schick regarding legality of securities
being registered*
|
8
|
Federal
Tax Opinion of Luse Gorman Pomerenk &
Schick*
|
10.1
|
Employment
Agreement of Dana C. Gavenda*
|
10.2
|
Supplemental
Executive Retirement Plan*
|
10.3
|
Form
of Employee Stock Ownership Plan*
|
16
|
Letter
of Mengel, Metzger, Barr & Co LLP regarding change in
accountants*
|
21
|
Subsidiaries
of Registrant*
|
23.1
|
Consent
of Luse Gorman Pomerenk & Schick (contained in Opinions included as
Exhibits 5 and 8)*
|
23.2
|
Consent
of Beard Miller Company, LLP*
|
23.3
|
Consent
of RP Financial, LC.*
|
24
|
Power
of Attorney (set forth on signature page)
|
99.1
|
Prospectus
Supplement for 401(k)
Plan*
|
99.2
|
Appraisal
Agreement between FSB Community Bankshares, Inc. and RP Financial,
LC.*
|
99.3
|
Business
Plan Agreement between FSB Community Bankshares, Inc. and Keller
&
Company*
|
99.4
|
Appraisal
Report of RP Financial, LC. *,**
|
99.5
|
Letter
of RP Financial, LC. with respect to Subscription
Rights*
|
99.6
|
Marketing
Materials*
|
99.7
|
Order
and Acknowledgment Form*
|
99.8 | Press Release |
99.9 | Prospectus Supplement |
*
|
Previously
filed.
|
**
|
Supporting
financial schedules filed in paper format only pursuant to Rule
202 of
Regulation S-T. Available for inspection during business hours
at the
principal offices of the SEC in Washington,
D.C.
|