UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FSB Community Bankshares, Inc.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
35952B 109
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(CUSIP Number)
Alan Schick, Esq.
Luse Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2000
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(Name, Address, Telephone number of Person Authorized to
Receive Notices and Communications)
August 10, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
(Continued on following pages)
Page 1 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FSB Community Bankshares, MHC EIN: 74-3164711
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(D) OR
2(e)
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING
POWER
946,050
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
946,050
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,050
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0%
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14. TYPE OF REPORTING PERSON
HC
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Item 1. Security and Issuer
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The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, par value $0.10 per share ("Common Stock"), of FSB
Community Bankshares, Inc., a federal corporation (the "Issuer") and sole
stockholder of Fairport Savings Bank (the "Bank"). The address of the Issuer's
principal executive office is 45 South Main Street, Fairport, New York 14450.
Item 2. Identity and Background
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This Schedule is filed on behalf of FSB Community Bankshares, MHC, a
federally chartered mutual holding company (the "Company"). The Company's
principal business is the ownership of the majority of the Issuer's shares of
Common Stock. The business address of the Company is 45 South Main Street,
Fairport, New York 14450.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the Company ("Insiders"):
Directors and Executive Officers
Name Occupation
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Dana C. Gavenda President and Chief Executive Officer of the
Company, the Issuer and the Bank
Thomas J. Hanss Retired; Chairman of the Board of the Company,
the Issuer and the Bank
D. Lawrence Keef Retired
Gary Lindsay Certified public accountant
Terence O'Neil Retired; Vice Chairman of the Board of the
Company, the Issuer and the Bank
Lowell T. Twitchell Retired
James E. Smith Supervisor of the Town of Perinton, New York
Robert W. Sturn Retired
Charis W. Warshof Vice President, Investors Relations with Home
Properties, Inc., a real estate investment trust
Kevin D. Maroney Senior Vice President and Chief Financial
Officer of the Company, the Issuer and the Bank
Leslie J. Zornow Senior Vice President, Retail Banking of the
Bank
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(d) During the past five years, neither the Company nor any of the Insiders
have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither the Company nor any of the Insiders
have been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of any violation with
respect to such laws.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
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The Issuer was formed in January 2005 for the purpose of becoming the stock
holding company of the Bank and the Company was formed in January 2005 for the
purpose of becoming the mutual holding company parent of the Issuer. On August
10, 2007 and pursuant to the Issuer's Stock Issuance Plan (the "Plan"), 946,050
shares of Common Stock were issued to the Company, and 838,950 shares of Common
Stock were issued to depositors, the Bank's tax-qualified employee stock benefit
plans of the Bank and to the members of the public (the "Stock Offering").
Item 4. Purpose of Transaction
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The primary purpose of the Issuer's Stock Offering was to allow the Issuer
and the Bank to grow through expanded operations, as well as through increased
branching. In addition, the Stock Offering gives the Bank and the Issuer greater
flexibility to structure and finance the expansion of operations, including
possible de novo branching, and to diversify into other financial services.
Because the Issuer only issued a minority of its common stock for sale in the
Stock Offering, the Bank's mutual form of ownership and its ability to remain an
independent savings bank and to provide community-oriented financial services is
expected to be preserved.
While the Company intends to exercise its rights as majority stockholder,
neither the Company nor the Insiders currently have any plans or proposals that
relate to or would result in: (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter or bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the Issuer to be deleted from a
national securities exchange or to cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities Bank; (i) a
class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action
similar to any of those enumerated above.
In the future, the Company and/or the Insiders may determine to purchase
additional shares of the Issuer's common stock (or other securities of the
Issuer) or the Company and/or the Insiders may determine to sell shares of the
Issuer's Common Stock. Any such determination will depend on a number of
factors, including market prices, the Issuer's prospects and alternative
investments.
Item 5. Interest in Securities of the Issuer
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a. As of August 10, 2007, the Company directly and beneficially owned
946,050 shares of the Issuer's Common Stock, which represented 53.0% of the
issued and outstanding shares of Common Stock on such date.
b. The Company has the sole power to vote and the sole power to dispose of
the shares of Common Stock it owns.
c. Other than the issuance to the Company of the shares of Issuer's Common
Stock as of August 10, 2007, the Company has not effected any transaction in the
Issuer's Common Stock within the past 60 days.
d. No person or entity other than the Company has the right to receive, or
the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the shares of the Issuer's Common Stock reported in this Schedule.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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As of the date of this Schedule, neither the Company nor any of the
Insiders is a party to any contract, arrangement, understanding or relationship
among themselves or with any other person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies, or otherwise subject to a contingency the occurrence of
which would give another person voting or investment power over the Common
Stock.
Item 7. Material to be Filed as Exhibits
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None.
SIGNATURE
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After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
FSB COMMUNITY BANKSHARES, MHC
By: /s/ Dana C. Gavenda
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Dana C. Gavenda
President and Chief Executive Officer
Date: August 17, 2007