UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
August 15,
2008
(Exact
name of registrant as specified in its charter)
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United
States
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26-2139168
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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256
Court Street, P.O. Box 3157, Auburn, Maine
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04212
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(207)
782-0400
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(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General Instruction
A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities
On August 15, 2008, Auburn Savings
Bank, FSB (the “Bank”) completed its mutual holding company reorganization and
Auburn Bancorp, Inc. (the “Company”) completed its initial public
offering. In connection with the reorganization and public offering,
the Bank formed Auburn Bancorp, MHC (the “MHC”), as a federally chartered mutual
holding company, the Company issued 276,806 shares of unregistered common stock
to the MHC, representing 55.0% of the Company’s outstanding stock, and the
Company received from the MHC 1,000 shares of the Bank’s common stock,
representing 100% of the Bank’s outstanding common stock. The shares held by the
MHC were issued pursuant to the exemption from registration set forth under
Section 4(2) of the Securities Act of 1933, as amended.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 15, 2008, the Bank entered
into an Employment Agreement with Allen T. Sterling, pursuant to which Mr.
Sterling will serve as the President and Chief Executive Officer of the
Bank. The material terms of the employment agreement are included in
the section entitled "Management
–
Proposed
Employment Agreement" contained in the Company’s Registration Statement on
Form S-1, as amended, initially filed on March 14, 2008 and declared
effective on May 13, 2008 (File Number 333-149723), which is incorporated herein
by reference.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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AUBURN
BANCORP
,
INC.
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(Registrant)
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Date:
August 19, 2008
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By:
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/s/ Allen T. Sterling
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Name:
Allen T. Sterling
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Title:
President and Chief Executive
Officer
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