Item 1.01 Entry into a Material Definitive Agreement.
On February 6, 2009, Monarch Community Bancorp, Inc. (the "Company")
completed the sale of $6.8 million of preferred stock and a warrant to purchase
common stock to the United States Department of the Treasury (the "U.S.
Treasury") under U.S. Treasury's Capital Purchase Program under the Emergency
Economic Stabilization Act of 2008 ("EESA").
The Company issued and sold (1) 6,785 shares of Fixed Rate Cumulative
Perpetual Preferred Stock Series A, liquidation preference of $1,000 per share
(the "Series A Preferred Shares"), and (2) a ten-year warrant (the "Warrant") to
purchase up to 260,962 shares of the Company's common stock ("Common Stock") at
an exercise price of $3.90 per share, or an aggregate purchase price of
$1.0 million in cash. Cumulative dividends on the Series A Preferred Shares will
accrue on the liquidation preference at a rate of 5% per annum for the first
five years, and at a rate of 9% per annum thereafter. The issuance of the
Series A Preferred Shares and the Warrant was exempt from registration as a
transaction by an issuer not involving any public offering under Section 4(2) of
the Securities Act of 1933.
The securities purchase agreement, dated February 6, 2009 (the "Purchase
Agreement"), between the Company and the U.S. Treasury, pursuant to which the
Series A Preferred Shares and the Warrant were sold, limits the payment of
dividends on the Common Stock to the current quarterly cash dividend of $0.09
per share, limits the Company's ability to repurchase its Common Stock, and
subjects the Company to certain of the executive compensation limitations
included in the EESA. You should refer to the documents incorporated herein by
reference for a complete description of these limitations.
The Purchase Agreement and the Warrant are exhibits to this Report on Form
8-K. The foregoing summary of certain provisions of these documents is qualified
in its entirety by reference to them.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in response to Item 1.01 above is hereby
incorporated by this reference.
Item 3.03 Material Modification of the Rights of Security Holders.
The information contained in response to Item 1.01 above is hereby
incorporated by this reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As a condition to the closing of the transaction, each of the Company's
Senior Executive Officers (as defined in the Purchase Agreement) executed a
waiver voluntarily waiving any claim against the Treasury or the Company for any
changes to their compensation or benefits, as required to comply with the
regulation issued by the U.S. Treasury under the TARP Capital
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Purchase Program. The Senior Executive Officers also acknowledged that the
regulation may require modification of the compensation, bonus, incentive and
other benefit plans, arrangements and policies and agreements (including
so-called "golden parachute" agreements) as they relate to the period the U.S.
Treasury holds any equity or debt securities of the Company acquired through the
Capital Purchase Program. The form of waiver is an exhibit to this Report on
Form 8-K.
Item 8.01 Other Events
On February 6, 2009, the Company issued a press release announcing that it
completed the sale of the Series A Preferred Stock and Warrant to the U.S.
Treasury. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
4.1 Warrant to purchase up to 260,962 shares of Common Stock issued
February 6, 2009
10.1 Letter Agreement dated February 6, 2009 including the Securities
Purchase Agreement - Standard Terms incorporated by reference therein
between the Company and the U.S. Treasury
10.2 Form of Waiver of Senior Executive Officers (included as Annex B to
the Securities Purchase Agreement filed as Exhibit 10.1 hereto)
10.3 Form of Omnibus Amendment Agreement
99.1 Press Release issued on February 6, 2009
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