UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 1)





ANNUAL REPORT


PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934


(Mark One)


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended: December 31, 2018


[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period ________________


Commission File No. 001-37506


MSB FINANCIAL CORP.(Exact name of Registrant as specified in its Charter)





Maryland34-1981437(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. Employer Identification No.)





1902 Long Hill Road, Millington, New Jersey07946-0417(Address of Principal Executive Offices)(Zip Code)





Registrant's telephone number, including area code: 908-647-4000





Securities registered pursuant to Section 12(b) of the Act:


Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par valueMSBFThe Nasdaq Stock Market LLC


Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [  ] NO [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES [  ] NO [X]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [  ]


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  [X] YES [  ] NO


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," a "smaller reporting company," or an "emerging growth company in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐Accelerated filer ☒Non-accelerated filer ☐Smaller reporting company ☒Emerging growth company ☐








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If an emerging growth company, indicate by check mark if the registrant has elected not to us the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.            ☐


Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). YES [  ] NO [X]


The aggregate market value of the voting stock held by non-affiliates of the Registrant, based on the closing price of the Registrant's common stock as quoted on the Nasdaq Stock Market LLC on June 29, 2018, was approximately $89.5 million.


As of March 29, 2019 there were 5,373,954 shares outstanding of the Registrant's common stock.


DOCUMENTS INCORPORATED BY REFERENCE


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|1. | Portions of the proxy statement for the 2019 annual meeting of shareholders







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EXPLANATORY NOTE





MSB Financial Corp. (the “Registrant”) is filing this Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”) which was originally filed with the Securities and Exchange Commission on March 29, 2019.  The purpose of this Amendment is to refile Exhibit 32, which was originally filed with the Form 10-K but, due to an inadvertent error occurring in the EDGAR process, omitted the signatures of the Chief Executive Officer and Chief Financial Officer.  This Amendment speaks as of the original filing date and does not reflect events after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events.  No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K.





This Amendment is an exhibit-only filing.  Except for indicating that Exhibit 32 was signed, this Amendment does not otherwise update as originally filed.  As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) are filed herewith as Exhibits 31.1 and 31.2 respectively.








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Item 15. Exhibits, Financial Statement Schedules





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|(1) | The following financial statements and the reports of independent registered public accounting firms appear in this Annual Report on Form 10-K immediately after this Item 15:

Report of Independent Registered AccountantReport of Crowe LLP, Independent Registered Accountant Regarding Internal ControlsReport of BDO USA, LLPConsolidated Statements of Financial Condition as of December 31, 2018 and December 31, 2017Consolidated Statements of Income For the Years Ended December 31, 2018 and December 31, 2017Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2018 and December 31, 2017Consolidated Statements of Changes in Stockholder's Equity Years Ended December 31, 2018 and December 31, 2017Consolidated Statements of Cash Flows Years Ended December 31, 2018 and December 31, 2017Notes to Consolidated Financial Statements


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|(2) | All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

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|(3) | The following exhibits are filed as part of this report:

3.1Articles of Incorporation of MSB Financial Corp. *3.2Bylaws of MSB Financial Corp. **4Stock Certificate of MSB Financial Corp.*10.1Change in Control Agreement with Michael A. Shriner ***10.2Change in Control Agreement with Robert G. Russell, Jr. ***10.3Change in Control Agreement with Nancy E. Schmitz ***10.4Change in Control Agreement with John J. Bailey ***10.5Change in Control Agreement with John Kaufman ***10.6Form of Executive Life Insurance Agreement ****10.7MSB Financial Corp. 2008 Stock Compensation and Incentive Plan, As Amended and Restated******10.8Millington Bank Directors Deferred Compensation Plan*****10.9MSB Financial Corp. 2016 Equity Incentive Plan*******21Subsidiaries of the Registrant********23.1Consent of BDO USA, LLP********23.2Consent of Crowe LLP********31.1Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 200232Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002101.INSXBRL Instance Document ********101.SCHXBRL Schema Document ********101.CALXBRL Calculation Linkbase Document ********101.LABXBRL Labels Linkbase Document ********101.PREXBRL Presentation Linkbase Document ********








*Incorporated by reference to the Registrant's Form S-1 Registration Statement File No. 333-202573)**Incorporated by reference to the Annual Report on Form 10-K of MSB Financial Corp., (the predecessor corporation) for the fiscal year ended June 30, 2014 and filed on September 26, 2014.***Incorporated by reference to the Current Report on Form 8-K dated April 16, 2018 and filed on April 20, 2018****Incorporated by reference to MSB Financial Corp.'s (the predecessor) Registration Statement on Form S-1 (File No. 333-137294)*****Incorporated by reference to the Registrant's Current Report on Form 8-K dated December 21, 2015 and filed on December 28, 2015******Incorporated by reference to the Form S-8 Registration Statement (File No. 333-164264) of the predecessor corporation.*******Incorporated by reference to the Registrant's Form S-8 Registration Statement (File No. 333-213834).********Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 and filed on March 29, 2019.











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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of May 17, 2019.


MSB FINANCIAL CORP.By:/s/ Michael A. ShrinerMichael A. ShrinerPresident and Chief Executive Officer(Duly Authorized Representative)