Gouverneur Bancorp Inc - Amended Statement of Ownership: Private Transaction (SC 13E3/A)
October 06 2008 - 3:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
AMENDMENT NO. 2 TO THE
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Gouverneur
Bancorp, Inc.
|
|
(Name of the Issuer)
|
|
Gouverneur Bancorp, Inc.
|
|
(Name of Person(s) Filing Statement)
|
|
Common Stock, Par Value $0.01 Per Share
|
|
(Title of Class of Securities)
|
|
383584109
|
|
(CUSIP Number of Class of Securities)
|
Gary R. Bronstein, Esq.
Sean P. Kehoe, Esq.
Kilpatrick Stockton LLP
Suite 900, 607 14
th
Street, NW
Washington, DC 20005
(202) 508-5800
(Name, Address, and Telephone Number of
Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
This statement
is filed in connection with (check the appropriate box):
|
|
|
a.
|
x
|
The filing
of solicitation materials or an information statement subject to Regulation
14A, Regulation 14C, or Rule 13e-3(c) under the Securities Act of 1934.
|
b.
|
o
|
The filing
of a registration statement under the Securities Act of 1933.
|
c.
|
o
|
A tender offer.
|
d.
|
o
|
None of the
above.
|
Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies.
o
Check the
following box if this is a final amendment reporting the results of the
transaction.
x
|
|
Calculation of Filing Fee
|
Transaction Valuation (1)
|
Amount of Filing Fee (2)
|
|
|
$39,190
|
$1.55
|
|
|
(1)
|
Estimated maximum price to
be paid in lieu of issuance of fractional shares of common stock to persons
who would hold less than one whole share of common stock of record after the
proposed reverse stock split, obtained by multiplying (a) $10.00 by (b) the
total number of shares of common stock owned by all such shareholders of
record immediately prior to the reverse stock split.
|
|
|
(2)
|
The amount of the filing
fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended, equals the transaction value multiplied by .0000393.
|
x
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|
|
|
Amount Previously Paid:
|
$1.55
|
|
|
Form or Registration No.:
|
Schedule 13E-3
|
|
|
Filing Party:
|
Gouverneur Bancorp, Inc.
|
|
|
DATE FILED:
|
July 2, 2008
|
|
INTRODUCTION
This
Amendment No. 2 amends the Rule 13E-3 Transaction Statement filed by Gouverneur Bancorp,
Inc. (the Company) with the Securities and Exchange Commission (the
SEC) on July 2, 2008, as amended on August 22, 2008. This final Amendment is
being filed pursuant to Rule 13e-3(d)(3) as the final Amendment to Schedule 13E-3 to
report the results of the Companys Rule 13e-3 transaction.
On
October 3, 2008, the Company filed Amendments to its Charter for two amendments approved
and adopted by the Companys stockholders at the special meeting held September 25,
2008. As set forth in the Amendments to the Charter, the first amendment (effecting a
1-for-100 reverse stock split) became effective at 11:58 p.m., local time, on October 3,
2008, and the second amendment (effecting a 100-for-1 forward stock split) became
effective at 11:59 p.m., local time, on October 3, 2008. As a result of these successive
amendments to the Companys Charter, the Company will be redeeming shares of its
common stock from those shareholders who owned fewer than 100 shares of the Companys
common stock on October 3, 2008. The Company is sending transmittal letters to those
shareholders with instructions on how to return their stock certificates in exchange for
the cash payment due to them in connection with this transaction.
As
a result of these transactions, there are now fewer than 300 holders of record of the
Companys common stock.
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.
|
|
|
|
By:
|
/s/ Richard F.
Bennett
|
|
Title:
|
President
and CEO
|
|
Name:
|
Richard F.
Bennett
|
|
Date:
|
October 6 ,
2008
|
2
Gouverneur Bancorp Inc MD (QB) (USOTC:GOVB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Gouverneur Bancorp Inc MD (QB) (USOTC:GOVB)
Historical Stock Chart
From Jul 2023 to Jul 2024