Beverly Financial, Inc., a Massachusetts corporation, is offering shares of common stock for sale in connection with the conversion of Beverly Financial, MHC from the mutual to the stock form of organization. All shares of common stock are being offered for sale at a price of $10.00 per share. We expect that our common stock will be listed on The NASDAQ Capital Market under the symbol “BEVB” upon completion of this offering. There is currently no public market for the shares of our common stock. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.
We are offering up to 4,255,000 shares of common stock for sale on a best efforts basis. We must sell a minimum of 3,145,000 shares in order to complete the offering. Purchasers will not pay a commission to purchase shares of common stock in the offering. We may sell up to 4,893,250 shares of common stock because of demand for the shares or changes in market conditions without resoliciting subscribers.
We are offering the shares of common stock in a subscription offering to eligible depositors of Beverly Bank. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a direct community offering. To the extent any shares offered for sale are not purchased in the subscription offering or direct community offering, they may be sold in a syndicated community offering to be managed by Sandler O’Neill + Partners, L.P. With respect to the subscription offering, the direct community offering and the syndicated community offering, Sandler O’Neill + Partners, L.P. will use its best efforts to assist Beverly Financial, Inc. in its selling efforts, but is not required to purchase any shares of common stock that are being offered for sale in such offerings. Sandler O’Neill + Partners, L.P. has advised us that it intends to make a market in the common stock, but is under no obligation to do so. Source: Filing
