Please wait
Prospectus
Supplement
Interests
in
FAIRPORT
SAVINGS BANK 401(k) SAVINGS PLAN
Offering
of Participation Interests in up to 281,276 Shares of
FSB
COMMUNITY BANKSHARES, INC.
Common
Stock
In
connection with the adoption of a stock issuance plan, FSB Community Bankshares,
Inc. is allowing participants in the Fairport Savings Bank 401(k) Savings
Plan
(the “Plan”) to invest all or a portion of their accounts in common stock of FSB
Community Bankshares, Inc. (the “Common Stock”).
FSB
Community Bankshares, Inc. has registered a number of participation interests
through the Plan in order to enable the trustee of the Plan to purchase up
to
281,276 shares of Common Stock, based upon the value of the Plan assets at
_________, 2007, and assuming a purchase price of $10.00 per share. This
prospectus supplement relates to the initial election of Plan participants
to
direct the trustee of the Plan to invest all or a portion of their Plan accounts
in Common Stock at the time of the stock offering.
FSB
Community Bankshares, Inc.’s prospectus, dated __________, 2007, is attached to
this prospectus supplement. It contains detailed information regarding the
offering of Common Stock and the financial condition, results of operations
and
business of Fairport Savings Bank. This prospectus supplement provides
information regarding the Plan. You should read this prospectus supplement
together with the prospectus to which it is attached and keep both for future
reference.
For
a discussion of investment risks that you should consider, see “Risk Factors”
beginning on page 20 of the prospectus.
The
interests in the Plan and the offering of the Common Stock have not been
approved or disapproved by the Office of Thrift Supervision, the Securities
and
Exchange Commission or any other federal or state agency. Any representation
to
the contrary is a criminal offense.
The
securities offered in this prospectus supplement and in the prospectus are
not
deposits or accounts and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.
This
prospectus supplement may be used only in connection with offers and sales
by
FSB Community Bankshares, Inc., in the stock offering, of Common Stock. No
one
may use this prospectus supplement to reoffer or resell interests in shares
of
Common Stock acquired through the Plan.
You
should rely only on the information contained in this prospectus supplement
and
the attached prospectus. FSB Community Bankshares, Inc., Fairport Savings Bank
and the Plan have not authorized anyone to provide you with information that
is
different.
This
prospectus supplement does not constitute an offer to sell or solicitation
of an
offer to buy any securities in any jurisdiction to any person to whom it
is
unlawful to make an offer or solicitation in that jurisdiction. Neither the
delivery of this prospectus supplement and the prospectus nor any sale of
Common
Stock shall under any circumstances imply that there has been no change in
the
affairs of Fairport Savings Bank or the Plan since the date of this prospectus
supplement, or that the information contained in this prospectus supplement
or
incorporated by reference is correct as of any time after the date of this
prospectus supplement.
The
date
of this prospectus supplement is __________, 2007.
TABLE
OF CONTENTS
|
|
|
4
|
|
|
Securities
Offered
|
|
4
|
|
|
|
|
4
|
|
|
|
|
6
|
|
| Composition
of and Purpose of Stock Units |
|
|
|
|
|
|
7
|
|
|
|
|
7
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|
Future
Direction to Purchase Common Stock
|
|
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
10
|
|
|
|
|
10
|
|
|
|
|
10
|
|
|
|
|
10
|
|
|
|
|
11
|
|
|
|
|
12
|
|
|
|
|
12
|
|
|
|
|
13
|
|
|
|
|
14
|
|
|
|
|
19
|
|
|
|
|
19
|
|
|
|
|
20
|
|
|
|
|
21
|
|
|
|
|
21
|
|
|
|
|
21
|
|
|
|
|
23
|
|
|
|
|
24
|
|
|
|
|
24
|
|
|
|
|
24
|
|
| |
|
|
|
The
securities offered in this offering are shares of FSB Community
Bankshares, Inc. Common Stock (“Common Stock”) which may be purchased by
participants in the Fairport Savings Bank 401(k) Savings Plan
(“Plan”).
Given
the purchase price of $10 per share in the stock offering, the
Plan may
acquire up to 281,276 shares of Common Stock in the stock offering.
Only
employees of Fairport Savings Bank may become participants in the
Plan and
only participants may purchase Common
Stock under
the Plan. Your investment in Common
Stock is
subject to the purchase priorities contained in the FSB Community
Bankshares, Inc. Stock Issuance Plan (the “Stock Issuance
Plan”).
|
| |
Information
with regard to the Plan is contained in this prospectus supplement
and
information with regard to the financial condition, results of operations
and business of FSB Community Bankshares, Inc. is contained in the
attached prospectus. The address of the principal executive office
of FSB
Community Bankshares, Inc. and Fairport Savings Bank is 45 South
Main
Street, Fairport, NY 14450.
|
| |
|
| Purchase
Priorities |
In connection
with
the stock offering, you may elect to transfer all or part of your
account
balances in the Plan to purchase Common
Stock.
The manner in which you make this election and transfer is discussed
below
under “Election to Purchase Common Stock in the Stock Offering.” All Plan
participants are eligible to direct a transfer of funds to purchase
Common
Stock.
However, such directions are subject to the purchase priorities in
the
Stock Issuance Plan. The purchase priorities in the subscription
offering
are as follows: |
| |
(1)
Eligible
Account Holders,
who are depositors with a deposit account(s) totaling $50.00 or more
as of
the close of business on December 31, 2005. This group has “Category One”
purchase priority.
|
| |
(2)
Tax-Qualified
Employee Benefit Plans of Fairport Savings Bank,
including the 401(k) Plan and a new employee stock ownership
plan
(“ESOP”). This group has “Category Two” purchase priority. Category Two
purchasers are permitted to purchase in the stock offering up
to 4.9% of
FSB Community Bankshares, Inc.’s outstanding shares of common stock upon
completion of the stock offering. However, it is expected that
the
employee stock ownership plan will purchase 3.92% of the outstanding
shares of common stock upon completion of the stock offering
(including
shares issued to FSB Community Bankshares, MHC), which leaves
up to
approximately 1% of the outstanding shares of common stock upon
completion
of the stock offering available for purchase by the 401(k) Plan.
The
401(k) Plan will purchase as many shares of Common Stock as the
Plan
receives directions to purchase from participants, subject to
this overall
limit. Plan participants may purchase shares of Common Stock
in the stock
offering by timely directing the investment of their 401(k) Plan
account
into Common
Stock using
the “Special Investment Election Form” that accompanies this Prospectus
Supplement. See the instructions on the Special Investment Election
Form
for more information.
|
| |
(3) Supplemental
Eligible Account Holders,
who are depositors with deposit account(s) totaling $50.00 or more
as of
the close of business on March 31, 2007. This group has “Category Three”
purchase priority. |
| |
(4)
Other
Members,
who are (i) depositors whose deposit account(s) totaled $50 or
more on
April 30, 2007, and (ii) borrowers of the Bank as of January 14,
2005 who
maintain such borrowings as of the close of business on April 30,
2007).
This group has “Category Four” purchase priority.
|
| |
If
you meet the requirements of subscription offering Categories
One, Three or Four, you have rights to purchase stock in the offering
separate from any rights that you have to purchase stock in the offering
as a participant in the 401(k) Plan under Category Two. In other
words,
you may have rights to purchase under both
Category Two and
under Category One, Category Three and/or Category Four. Note that
you may
use your Category One, Category Three and/or Category Four priority
to
place an order to purchase stock in the offering, but the money to
fund
your purchase could come from your 401(k) Plan account. If you elect
to
purchase in that manner, the Common Stock that you purchase in the
offering will be held inside the 401(k) Plan. Your purchase rights
under
Categories One, Three and Four are in addition to (and separate from)
your
right to purchase under Category
Two.
|
|
|
If
you are ineligible to purchase through Categories One, Three or
Four, you
still may purchase Common Stock in the offering by using your 401(k)
Plan
account to purchase Common
Stock under
Category Two. If you choose not to direct the investment of your
401(k)
Plan account balances towards the purchase of Common
Stock,
your account balances will remain in the investment funds of the
Plan as
previously directed by you.
If
you are eligible to subscribe for stock in the subscription offering
through Categories One, Three or Four, you will receive a separate
mailing, including a Stock Order Form. In addition to, or instead
of,
subscribing for Common
Stockas
a Plan participant, you may subscribe for stock outside of the
Plan by
completing the Stock Order Form and submitting it to the Stock
Information
Center by the deadline on the Stock Order Form.
|
| |
|
|
|
The
trustee of the 401(k) Plan will subscribe for Common Stock in the
stock
offering in accordance with your directions. No later than the
end of the
offering period, June 14, 2007, the amount that you have designated
on the
Special Investment Election Form for the purchase of Common
Stock will
be removed from the various Plan investment accounts and transferred
to a
stable value fund, pending the consummation of the stock
offering.
If
the offering is oversubscribed (i.e.,
there are more orders for Common Stock than shares available for
sale in
the offering), you may not receive all of your order. In that case,
if you
have so elected on the Special Investment Election Form, the amount
that
cannot be invested in Common Stock in the offering will be used
to
purchase Common Stock on the open market immediately after the
offering.
Otherwise, any amount that remains will be held in cash in the
stable
value fund until you reallocate it to other Plan investments. As
noted
above, Category Two is permitted to purchase up to 4.9% of FSB
Community
Bankshares, Inc.’s outstanding shares of common stock upon completion of
the stock offering (i.e., 102,900 shares at the midpoint of the
offering
range, or up to 136,085 shares at the supermaximum of the offering
range),
but 3.92% out of that 4.9% limit (i.e., 82,320 shares at the midpoint
of
the offering range, or up to 108,868 shares at the supermaximum
of the
offering range) is expected to be purchased by the new Employee
Stock
Ownership Plan (ESOP). That leaves up to approximately 1% of the
Category
Two limit (i.e., no more than 20,580 shares at the midpoint of
the
offering range, or up to 27,217 shares at the supermaximum of the
offering
range) available for purchase by 401(k) Plan participant accounts
in
Category Two. As noted above, stock purchased through the 401(k)
Plan
using priority purchase Categories One, Three or Four count against
the
limits of those categories (as described in the Stock Issuance
Plan) and
do not count against the Category Two
limit.
|
| |
In
the event Plan participants purchasing through Category Two subscribe
for
more shares than the total number of shares available for purchase
by the
Plan under Category Two, the Plan trustee will allocate the total
number
of available shares among the Plan participants who subscribed
to purchase
Common
Stock using
an allocation formula. The formula may allocate a uniform number
of shares
to each participant who submits a purchase order, with any remaining
shares allocated based on a ratio, where the numerator is the dollar
value
of the unfilled subscribing participant’s Plan account balance as of April
30, 2007 and the denominator is the dollar value of all unfilled
subscribing participants’ Plan account balances as of April 30, 2007. That
fraction would be multiplied by the total number of shares that
remain
available under Category Two if a uniform number of shares has
been
allocated to all participants who placed a stock purchase order
under
Category Two. The number of shares received by each participant
would be
the lesser of the calculated amount or the unfilled participant’s
remaining unfilled subscription Category Two
order.
|
|
|
If
a participant subscribes to purchase Common Stock in the offering
partly
through his or her Category One status and partly through his or
her
Category Two status, any share subscribed for through his or her
Category
One status shall be subject to the allocation rules applicable
to
oversubscription of Category One and any shares subscribed for
through his
or her Category Two status shall be subject to the Category Two
allocation
rules described above.
To
the extent a participant subscribes to purchase Common Stock in the
stock
offering entirely through Category One, but he or she is funding
such
Category One purchase through his or her 401(k) Plan account, the
oversubscription of Category Two will have no effect on the individual
because he or she is not purchasing Common Stock through Category
Two. Any
shares subscribed for through his or her Category One status shall
be
subject to the allocation rules applicable to oversubscription of
Category
One.
|
|
|
As
of April 30, 2007, the market value of the assets of the Plan eligible
to
purchase Common Stock in the offering is approximately $2,750,000.
|
| |
|
|
|
In
connection with the stock offering, the Plan will permit you to
direct the
trustee to transfer all or part of the funds which represent your
current
beneficial interest in the assets of the Plan to Common
Stock.
The amount that you wish to invest in Common
Stock will
be transferred from the various Plan investment alternatives to
a stable
value fund pursuant to your direction on the Special Investment
Election
Form. The trustee of the Plan will subscribe for FSB Community
Bankshares,
Inc. Common Stock offered for sale in connection with the stock
offering,
in accordance with each participant’s direction. The prospectus describes
maximum purchase limits for investors in the stock offering. See
the
prospectus section entitled “The Stock Offering,” which describes the
maximum purchase limit pertaining to the aggregate of orders placed
by an
investor in the offering through and outside of the Plan. The trustee
will
pay $10.00 per stock unit, which will be the same price paid by
all other
persons who purchase shares in the subscription and community
offerings.
|
|
|
Enclosed
is a Special Investment Election Form on which you can elect to
transfer
all or a portion of your account balance in the Plan to a stable
value
fund for the purchase of Common
Stock in
connection with the stock offering. If you wish to use all or part
of your
account balance in the Plan to purchase Common Stock issued in
the stock
offering, you should indicate that decision on the Special Investment
Election Form. In order to direct the Trustee to purchase Common
Stockin
the offering, you may complete your Special Investment Election
Form,
indicating the dollar amount that you wish to have transferred
from the
various Plan investment funds into a stable value fund. Please
note that
you need not invest all the amounts that you have invested in the
Plan in
the Common
Stock.
You
will file the Special Investment Election Form with Leslie Zornow,
at
Fairport Savings Bank. You must file the Special Investment Election
Form
to be received no later than 5:00 p.m., Eastern Time (ET), on Thursday,
June 7, 2007. If
you do not wish to make an election, you should check Box 6 in
Section D
on the reverse side of the Special Investment Election Form and
return the
form to Leslie Zornow as indicated above.
|
| |
|
|
|
To
purchase shares using Plan funds, you
may return your Special Investment Election Form to Leslie Zornow
by hand
delivery, mail or by faxing it to (585) 223-8365, so long as it
is
received by the time specified. This return date is earlier than
the
deadline for purchases made outside of the Plan. In order to purchase
shares outside
the Plan, you must complete and return a Stock Order Form along
with
payment by check or by authorizing withdrawal from your Fairport
Savings
Bank deposit account(s) to the Stock Information Center no later
than 5:00
p.m., Eastern Time, on Thursday, June 14, 2007.
|
| |
|
|
|
You
may not change your election to transfer amounts to the stable
value fund
in connection with the stock offering.
Your election is irrevocable. You will, however, continue to have
the
ability to transfer amounts not directed towards the purchase of
Common
Stock among
all of the other investment funds on a daily
basis.
|
|
|
The
Plan provides that, after the offering, you may direct the trustee
how to
vote any shares of FSB Community Bankshares, Inc. Common Stock
held by the
401(k) Plan. If
the trustee does not receive your voting instructions, then the
trustee
will vote your shares in the same proportion as those shares for
which the
trustee received proper directions. All voting instructions will
be kept
confidential.
|
| |
|
|
|
If
you have questions about placing an order using the Special Investment
Election Form, contact Leslie Zornow, at (585) 223-9080, ext. 217.
If you
have questions about the stock offering, contact the Stock Information
Center at (866)
818-9961.
|
Fairport
Savings Bank adopted the Fairport Savings Bank 401(k) Plan effective August
1,
1973 (the “Plan”). The Plan is a tax-qualified plan, with a cash or deferred
arrangement, established in accordance with the requirements under Sections
401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
“Code”).
Fairport
Savings Bank intends that the Plan, in operation, will comply with the
requirements under Section 401(a) and Section 401(k) of the Code. Fairport
Savings Bank will adopt any amendments to the Plan that may be necessary to
ensure the continuing qualified status of the Plan under the Code and applicable
Treasury Regulations.
Employee
Retirement Income Security Act (“ERISA”).
The Plan
is an “individual account plan” other than a “money purchase pension plan”
within the meaning of ERISA. As such, the Plan is subject to all of the
provisions of Title I (Protection of Employee Benefit Rights) and Title II
(Amendments to the Code Relating to Retirement Plans) of ERISA, except to the
funding requirements contained in Part 3 of Title I of ERISA which, by their
terms, do not apply to an individual account plan (other than a money purchase
plan). The Plan is not subject to Title IV (Plan Termination Insurance) of
ERISA. The funding requirements contained in Title IV of ERISA are not
applicable to participants or beneficiaries under the Plan.
Reference
to Full Text of Plan. The
following portions of this prospectus supplement summarize certain provisions
of
the Plan. They are not complete and are qualified in their entirety by the
full
text of the Plan. Copies of the Plan are available to all employees by filing
a
request with the Plan Administrator at Fairport Savings Bank, 45 South Main
Street, Fairport, NY 14450. You are urged to read carefully the full text of
the
Plan.
Employees
who are at least 21 years old and have completed at least six months of
employment with Fairport Savings Bank are eligible to enter the Plan on the
earliest date coincident with or next following the date on which the employee
meets the age and employment requirements. Leased employees and independent
contractors (or employees of independent contractors) are not eligible to
participate in the Plan. The Plan year is the calendar year (the “Plan Year”).
As
of
April 30, 2007, there were approximately 35 employees and former employees
eligible to participate in the Plan.
401(k)
Plan Contributions. You
are
permitted to defer on a pre-tax basis either a flat dollar amount or between
1%
and 100% of your compensation
(expressed in terms of whole percentages) for each payroll period, subject
to
certain restrictions imposed by the Code, and to have that amount contributed
to
the Plan on your behalf. For purposes of the Plan, “compensation” means wages,
salaries and fees for professional services and other amounts received for
personal services rendered in the course of employment to the extent such
amounts are included in gross income, but excludes employer contributions to
deferred compensation plans, distributions from deferred compensation plans,
amounts realized upon the exercise of a non-statutory stock option or the
vesting of restricted stock, or other amounts that receive special tax benefits.
In 2007, the annual compensation of each participant taken into account under
the Plan is limited to $225,000. Limits established by the Internal Revenue
Service (“IRS”) are subject to increase pursuant to an annual cost-of-living
adjustment, as permitted by the Code. You may elect to modify the amount
contributed to the Plan on a monthly basis by filing a new elective deferral
agreement with the Plan administrator.
Roth
Elective Deferral Contributions.
You are
permitted under the 401(k) Plan to make “Roth elective deferral contributions”
which are contributions that are made on an after-tax basis rather than a
before-tax basis. Roth contributions will be accounted for separately under
the
401(k) Plan from your before-tax salary reduction contributions, and are
generally included in your taxable income in the year of contribution.
Employer
Safe Harbor Contributions. The
Plan
is intended to be a “safe harbor” 401(k) Plan with respect to automatically
satisfying certain IRS rules relating to nondiscrimination in the amount
of
contributions for highly compensated employees compared to nonhighly compensated
employees. Accordingly, Fairport
Savings Bank
will
make a qualified non-elective contribution to the Plan in an amount equal
to 3%
of the Participant’s Compensation.
Employer
Discretionary Profit Sharing Contributions.
Fairport Savings Bank may make a discretionary employer contribution to the
401(k) Plan each year. For 2006, Fairport Savings Bank made a contribution
to
the 401(k) Plan equal to 7% of each Participant’s
compensation.
Limitations
on Employee Salary Deferrals. For
the
Plan Year beginning January 1, 2007, the amount of your before-tax contributions
may not exceed $15,500 per calendar year. This amount may be adjusted
periodically by law, based on changes in the cost of living. In addition, if
you
are age 50 or older in 2007, you will be able to make a “catch-up” contribution
of up to $5,000, in addition to the $15,500 limit. The “catch-up” contribution
limit may be adjusted periodically by law, based on changes in the cost of
living. Contributions in excess of these limits, as applicable to you, are
known
as excess deferrals. If you defer amounts in excess of these limitations, as
applicable to you, your gross income for federal income tax purposes will
include the excess in the year of the deferral. In addition, unless the excess
deferral is distributed before April 15 of the following year, it will be taxed
again in the year distributed. Income on the excess deferral distributed by
April 15 of the immediately succeeding year will be treated, for federal income
tax purposes, as earned and received by you in the tax year in which the
contribution is made.
Limitation
on Plan Contributions for Highly Compensated Employees. Special
provisions of the Code limit the amount of elective deferrals and employer
non-matching contributions that may be made to the Plan in any year on behalf
of
highly compensated employees, in relation to the amount of elective deferrals
and employer non-matching contributions made by or on behalf of all other
employees eligible to participate in the Plan. A highly
compensated employee includes any employee who (1) was a 5% owner of FSB
Community Bankshares, Inc. at any time during the current or preceding year,
or
(2) had compensation for the preceding year of more than $100,000. The dollar
amounts in the foregoing sentence may be adjusted annually to reflect increases
in the cost of living. If these limitations are exceeded, the level of deferrals
by highly compensated employees may have to be adjusted.
Vesting.
At
all
times, you have a fully vested, nonforfeitable interest in the elective
deferrals you have made under the Plan and to the 3% employer “safe harbor”
contribution. Discretionary employer contributions credited to your account
are
subject to a 5-year graded vesting schedule pursuant to which such amounts
vest
in 20% increments after each completed year of service, beginning upon the
completion of the first year of service, until a participant becomes 100% vested
upon completion of 5 years of service. In addition, you will also become 100%
vested in the employer contributions and earnings credited to your account
upon
your death, disability, early retirement (i.e., age 55 with 5 years of service)
or normal retirement upon attainment of age 65.
In-service
withdrawals from your Plan account are not permitted under the Plan until you
attain age 59½. Hardship withdrawals and loans are permitted under the Plan in
special circumstances.
Withdrawal
upon Termination of Employment. You
may
make withdrawals from your accounts at any time after you terminate
employment.
If your
vested account balance as of the date of your termination is less than $1,000,
distribution will be made in a lump sum. If your accounts are equal to or
more
than $1,000 but do not exceed $5,000, and you have not made any payment
election, the Plan administrator will pay the distribution in a direct rollover
to an individual retirement plan with an affiliate of Principal Life Insurance
Company designated by the Plan administrator.
Distribution
Due to Disability, Death or Retirement. If
your
termination of employment is due to normal, early or late retirement, death
or
disability, and your accounts exceed $5,000, distribution generally will
be made
upon your attainment of age 65 (or, if earlier, upon your early retirement
date
at age 55 with 5 years of service, or your disability), unless you elect
to
defer distribution to your late retirement date. Unless you elect an alternative
form of distribution described below, your account generally will be distributed
to you and your spouse in the form of a qualified joint and survivor annuity
(QJSA), or if you are unmarried at the time distributions commence under
the
401(k) Plan, distributions will be made to you in the form of a single life
annuity with installment refund. In the event of your death before distributions
commence, and you have been married during the one-year period ending on
the
date of your death, your account will be distributed to your surviving spouse
in
the form of a qualified pre-retirement survivor annuity (QPSA). With your
spouse’s consent, you may elect to waive the QPSA or name somebody other than
your spouse as beneficiary. Similarly, your spouse may waive the QPSA
requirement and elect to have the benefits distributed under any of the optional
forms of benefit described below. If you are not married at the time of your
death or your spouse is not entitled to a QPSA, your account will be distributed
in a single sum payment.
Alternatively,
you may elect under the 401(k) Plan to receive your distribution in any of
the
following forms: (i) a straight life annuity; (ii) a single life annuity with
a
period certain of 5, 10 or 15 years; (iii) a single life annuity with
installment refund; (iv) a survivorship life annuity with installment refund
and
survivor percentages of 50%, 66-2/3%, or 100%; (v) a fixed period annuity for
any number of whole months not less than 60, and which does exceed your life
expectancy based on IRS tables, and where the life expectancy is not
recalculated; (vi) a full flexibility option (e.g., an optional form of benefit
under which you receive a distribution each calendar year in an amount that
you
select of at least $1,000, and which is also subject to certain limitations
under the tax laws; and (vii) a single sum payment. In the event of your death,
you may also elect a distribution to your beneficiary as a single sum payment
or
in any of the foregoing optional forms of distribution, provided, however,
that
the full flexibility option is not available if your beneficiary is not your
surviving spouse.
All
amounts credited to your accounts under the Plan are either held in a group
annuity contract, or in the Plan trust (the “Trust”) which is administered by
the trustee appointed by Fairport
Savings Bank’s
Board of
Directors.
Prior
to
the effective date of the offering, you were provided the opportunity to direct
the investment of your account into one or more of the following
options:
|
|
· |
Large-Cap
Value Separate Account-Stnd (AllianceBernstein
LLP)
|
|
|
· |
Large-Cap
Stock Index Separate Account-Stnd (Principal Global
Investors)
|
|
|
· |
Large-Cap
Blend Separate Account-Stnd (T. Rowe Price Associates,
Inc.)
|
|
|
· |
Large-Cap
Growth II Separate Account-Stnd (American Century Inv.
Mgmt.)
|
|
|
· |
Large-Cap
Growth I Separate Account-Stnd (T. Rowe Price Associates,
Inc.)
|
|
|
· |
Mid-Cap
Value Separate Account-Stnd (Neuberger Berman/Jacobs
Levy)
|
|
|
· |
Mid-Cap
Stock Index Separate Account-Stnd (Principal Global
Investors)
|
|
|
· |
Mid-Cap
Growth Separate Account-Stnd (Turner Investment
Partners)
|
|
|
· |
Small-Cap
Value Separate Account-Stnd (Ark Asset Mgmt/LA Capital
Mgmt)
|
|
|
· |
Small-Cap
Value II Separate Account-Stnd (Dimensional/Vaughan
Nelson)
|
|
|
· |
Small-Cap
Stock Index Separate Account-Stnd (Principal
Global
Investors)
|
|
|
· |
Small-Cap
Growth II Separate Account-Stnd
(UBS/Emerald/Essex)
|
|
|
· |
Diversified
International Separate Account-Stnd (Principal Global
Investors)
|
|
|
· |
Real
Estate Securities Separate Account-Stnd (Principal
Global
Investors)
|
|
|
· |
Russell
LifePoints®
Cons
Strategy Sep Acct-Standard (Russell Investment
Group)
|
|
|
· |
Russell
LifePoints®
Moderate
Strategy Sep Acct-Standard (Russell Investment
Group)
|
|
|
· |
Russell
LifePoints®
Balanced
Strategy Sep Acct-Standard (Russell Investment
Group)
|
|
|
· |
Russell
LifePoints®
Growth
Strategy Sep Acct-Standard (Russell Investment
Group)
|
|
|
· |
Russell
LifePoints®
Equity
Growth Strat Sep Acct-Stnd (Russell
Investment
Group)
|
|
|
· |
Stable
Value Fund (Morley Financial Services,
Inc.)
|
|
|
· |
Bond
and Mortgage Separate Account-Stnd
(Principal Global
Investors)
|
In
connection with the offering, the Plan now provides that in addition to the
funds specified above, you may direct the trustee, to invest all or a portion
of
your account in the FSB Community Bankshares, Inc. Stock Fund. You may elect
to
have both past contributions and earnings, as well as future contributions
to
your account invested among the funds listed above. If you fail to provide
an
effective investment direction in connection with the stock offering, your
contributions will be invested in the various investment alternatives that
you
designated until such time as you change your investment directions. You may
apply different investment instructions to amounts already accumulated as
opposed to future contributions. You may change your investment directions
at
any time by telephone or electronic medium.
The
following table provides performance data with respect to the investment funds
available under the Plan through February 28, 2007:
PERFORMANCE
AS OF
FEBRUARY 28, 2007
|
Stock
Accounts
|
|
3
MONTH
|
|
1
YEAR
|
|
3
YEAR
|
|
5
YEAR
|
|
10
YEAR
|
|
SINCE
INCEPTION
|
|
|
Large-Cap
Value Separate Account-Stnd
(AllianceBernstein
LP)
|
|
1.63%
|
|
15.62%
|
|
10.94%
|
|
9.40%
|
|
N/A
|
|
8.63%
|
|
|
Large-Cap
Stock Index Separate Account-Stnd
(Principal
Global Investors)
|
|
0.84%
|
|
11.64%
|
|
8.76%
|
|
6.46%
|
|
7.24%
|
|
N/A
|
|
|
Large-Cap
Blend Separate Account-Stnd
(T.
Rowe Price Associates, Inc.)
|
|
0.87%
|
|
12.47%
|
|
8.99%
|
|
6.67%
|
|
N/A
|
|
4.12%
|
|
|
Large-Cap
Growth II Separate Account-Stnd
(American
Century Inv. Mgmt.)
|
|
-0.03%
|
|
5.78%
|
|
6.14%
|
|
3.64%
|
|
N/A
|
|
-0.94%
|
|
|
Large-Cap
Growth I Separate Account-Stnd
(T.
Rowe Price Associates, Inc.)
|
|
1.61%
|
|
5.15%
|
|
6.96%
|
|
3.50%
|
|
N/A
|
|
-0.69%
|
|
|
Mid-Cap
Value Separate Account-Stnd
(Neuberger
Berman/Jacobs Levy)
|
|
3.42%
|
|
13.29%
|
|
14.52%`
|
|
13.77%
|
|
N/A
|
|
10.99%
|
|
|
Mid-Cap
Stock Index Separate Account-Stnd
(Principal
Global Investors)
|
|
3.80%
|
|
9.41%
|
|
12.64%
|
|
11.50%
|
|
N/A
|
|
11.17%
|
|
|
Mid-Cap
Growth Separate Account-Stnd
(Turner
Investment Partners)
|
|
2.11%
|
|
1.47%
|
|
9.40%
|
|
9.09%
|
|
N/A
|
|
3.83%
|
|
|
Small-Cap
Value Separate Account-Stnd
(Ark
Asset Mgmt/LA Capital Mgmt)
|
|
2.02%
|
|
8.81%
|
|
11.39%
|
|
11.29%
|
|
N/A
|
|
13.66%
|
|
|
Small-Cap
Value II Separate Account-Stnd
(Dimensional/Vaughan
Nelson)
|
|
3.25%
|
|
13.35%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
16.78%
|
|
|
Small-Cap
Stock Index Separate Account-Stnd
(Principal
Global Investors)
|
|
1.40%
|
|
8.34%
|
|
13.37%
|
|
12.62%
|
|
N/A
|
|
12.03%
|
|
|
Small-Cap
Growth II Separate Account-Stnd
(UBS/Emerald/Essex)
|
|
2.20%
|
|
3.13%
|
|
9.27%
|
|
10.21%
|
|
N/A
|
|
2.39%
|
|
|
Diversified
International Separate Account-Stnd
(Principal
Global Investors)
|
|
3.96%
|
|
20.12%
|
|
23.04%
|
|
18.09%
|
|
8.63%
|
|
N/A
|
|
|
Real
Estate Securities Separate Account-Stnd
(Principal
Global Investors)
|
|
4.17%
|
|
31.22%
|
|
27.60%
|
|
N/A
|
|
N/A
|
|
30.72%
|
|
|
Russell
LifePoints® Cons Strategy Sep Acct-Standard
(Russell
Investment Group)
|
|
1.02%
|
|
6.17%
|
|
4.12%
|
|
4.53%
|
|
N/A
|
|
4.66%
|
|
|
Russell
LifePoints® Moderate Strategy Sep Acct-Standard
(Russell
Investment Group)
|
|
1.39%
|
|
8.17%
|
|
6.50%
|
|
6.50%
|
|
N/A
|
|
5.19%
|
|
|
Russell
LifePoints® Balanced Strategy Sep Acct-Stnd
(Russell
Investment Group)
|
|
1.71%
|
|
10.26%
|
|
9.23%
|
|
8.73%
|
|
N/A
|
|
5.85%
|
|
|
Russell
LifePoints® Growth Strategy Sep Acct-Standard
(Russell
Investment Group)
|
|
1.95%
|
|
11.76%
|
|
11.07%
|
|
9.73%
|
|
N/A
|
|
5.60%
|
|
|
Russell
LifePoints® Equity Growth Strat Sep Acct-Stnd
(Russell
Investment Group)
|
|
2.18%
|
|
13.44%
|
|
12.97%
|
|
10.68%
|
|
N/A
|
|
5.54%
|
|
|
Stable
Value Fund
(Morley
Financial Services, Inc.)
|
|
1.01%
|
|
3.91%
|
|
3.58%
|
|
3.80%
|
|
N/A
|
|
4.73%
|
|
|
Bond
and Mortgage Separate Account-Stnd
(Principal
Global Investors)
|
|
0.99%
|
|
5.75%
|
|
3.88%
|
|
5.31%
|
|
6.47%
|
|
N/A
|
|
The
following is a description of each of the Plan’s investment options (excerpted
from each option’s own description):
Large-Cap
Value Separate Account-Stnd (AllianceBernstein LP).
The
investment seeks long-term growth of capital. The fund normally invests at
least
80% of assets in companies with large market capitalizations (with market
capitalizations similar to companies in the Russell 1000 Value index (as of
December 31, 2006, this range was between approximately $1.3 billion and $446.9
billion)) at the time or purchase. It may invest up to 25% of its assets in
securities of foreign companies.
Large-Cap
Stock Index Separate Account-Stnd (Principal Global
Investors).
The
investment option normally invests the majority of assets in common stocks
of
companies that compose the S&P 500 Index. Management attempts to mirror the
investment performance of the index by allocating assets in approximately the
same weightings as the S&P 500 Index. Over the long-term, management seeks a
very close correlation between the performance of the Separate Account before
expenses and that of the S&P 500 Index.
Large-Cap
Blend Separate Account-Stnd (T. Rowe Price Associates,
Inc.).
The
investment seeks long-term growth of capital. The fund normally invests at
least
80% of assets in common stocks of companies with large market capitalizations
with market capitalizations within the range of companies in the S&P 500
index (as of December 31, 2006 this range was between approximately $1.4 billion
and $446.9 billion)) at the time of purchase.
Large-Cap
Growth II Separate Account-Stnd (American Century Inv.
Mgmt.).
The
investment seeks long-term growth of capital. The fund normally invests at
least
80% of assets in equity securities of companies with large market
capitalizations (with market capitalizations similar to companies in the Russell
1000 Growth index (as of December 31, 2006, the range was between approximately
$1.2 billion and $446.9 billion)) at the time of purchase. It also may invest
up
to 25% of total assets in foreign companies.
Large-Cap
Growth I Separate Account-Stnd (T. Rowe Price Associates,
Inc.).
The
investment seeks long-term grown of capital. The fund normally invests at least
80% of assets in equity securities of companies with market capitalizations
within the range of companies in the Russell 1000 Growth index (as of December
31, 2006, this range was between approximately $1.2 billion and $446.9 billion))
at the time of purchase. It invests less than 25% of total assets in foreign
companies. The fund may also purchase futures and options.
Mid-Cap
Value Separate Account-Stnd (Neuberger Berman/Jacobs Levy).
The
investment seeks long-term growth of capital. The fund normally invests at
least
80% of assets in common stocks of companies with a medium market capitalization
(whose market capitalizations similar to companies in the Russell Midcap Value
index (as of December 31, 2006, this range was between approximately $1.3
billion and $19.3 billion) at the time of purchase. It may invest up to 25%
of
assets in securities of foreign companies.
Mid-Cap
Stock Index Separate Account-Stnd (Principal Global
Investors).
The
investment option normally invests the majority of assets in common stocks
of
companies that compose the S&P MidCap 400 Index. Management attempts to
mirror the investment performance of the index by allocating assets in
approximately the same weightings as the S&P Index. Over the long-term,
management seeks a very close correlation between the performance of the
Separate Account before expenses and that of the S&P 400 Index.
Mid-Cap
Growth Separate Account-Stnd (Turner Investment Partners).
The
investment seeks long-term growth of capital. The fund invests primarily in
common stocks and other equity securities of U.S. companies with strong
earnings-growth potential. It normally invests at least 80% of assets in
companies with market capitalizations similar to those of companies in the
Russell MidCap Growth index. It may invest in securities of companies that
are
diversified across economic sectors. The fund may invest up to 25% of assets
in
foreign securities.
Small-Cap
Value Separate Account-Stnd (Ark Asset Mgmt/LA Capital
Mgmt).
The
investment seeks long-term capital growth. The fund invests primarily in common
stocks of small-capitalization companies. It normally invests at least 80%
of
assets in companies with market capitalizations similar to companies in the
Russell 2000 Value index or $2 billion, whichever is greater, at the time of
purchase. The fund may invest up to 25% of assets in foreign
securities.
Small-Cap
Value II Separate Account-Stnd (Dimensional/Vaughan Nelson).
The
investment seeks long-term growth of capital. The fund primarily invests at
least 80% of net assets in equity securities of such small companies; those
with
market capitalizations similar to companies in the Russell 2000 Value index.
The
fund also invests up to 25% of assets in foreign securities. In selecting
investments, Vaughan Nelson generally employ the value driven investment
philosophy.
Small-Cap
Stock Index Separate Account-Stnd (Principal Global
Investors).
The
investment seeks long-term growth of capital and normally invests the majority
of assets in common stocks of companies that compose the S&P SmallCap 600
Index. Management attempts to mirror the investment performance of the index
by
allocating assets in approximately the same weightings as the S&P 600 Index.
Over the long-term, management seeks a very close correlation between the
performance of the Separate Account before expenses and that of the S&P 600
Index.
Small-Cap
Growth II Separate Account-Stnd (UBS/Emerald/Essex).
The
investment seeks long-term growth of capital. The fund normally invests at
least
80% of assets in common stocks of companies with small market capitalizations
(whose market capitalizations are equal to or smaller than the greater of $2.5
billion or the highest market capitalization of the companies in the Russell
2000 Growth index (as of December 31, 2006, this range was between approximately
$39 million and $3.1 billion)) at the time of purchase. It may invest up to
25%
of assets in securities of foreign companies.
Diversified
International Separate Account-Stnd (Principal Global
Investors).
The
investment option normally invests the majority of assets in companies in at
least three different countries. It invests in securities of companies with
their principal place of business or principal office outside of the United
States; companies for which the principal securities trade on a foreign
exchange; and companies, regardless of where their securities are traded, that
derive 50% or more of their total revenue from goods or services produced or
sold outside of the United States. The Separate Account may invest securities
of
companies with small to medium market capitalizations.
Real
Estate Securities Separate Account-Stnd (Principal Global
Investors).
The
investment seeks to generate a total return. The fund normally invests at least
80% of net assets in equity securities of companies principally engaged in
the
real estate industry. A real estate company has at least 50% of assets, income
or profits derived from products or services related to the real estate
industry. Real estate companies include real estate investment trusts and
companies with substantial real estate holdings such as paper, lumber, hotel
and
entertainment companies.
Russell
LifePoints® Cons Strategy Sep Acct-Standard (Russell Investment
Group).
The
investment seeks high levels of current income and low long-term capital
appreciation. The fund is a fund of funds, and diversifies assets by investing
in class S shares of several other Frank Russell Investment Company funds.
The
management may modify the asset allocation and the selection of underlying
funds
from time to time. While the investment is nondiversified, it invests in
diversified underlying holdings.
Russell
LifePoints® Moderate Strategy Sep Acct-Standard (Russell Investment
Group).
The
investment seeks high current income and moderate long-term capital
appreciation. The fund is a fund of funds, and diversifies assets by investing
in class S shares of several other Frank Russell Investment Company funds.
The
management may modify the asset allocation and the selection of underlying
funds
from time to time. While the investment is nondiversified, it invests in
diversified underlying holdings.
Russell
LifePoints® Balanced Strategy Sep Acct-Standard (Russell Investment
Group).
The
investment seeks to provide above average capital appreciation and a moderate
level of current income. The fund is a fund of funds, and diversifies assets
by
investing in class S shares of several other Frank Russell Investment Company
funds. The management may modify the asset allocation and the selection of
underlying funds from time to time. While the investment is nondiversified,
it
invests in diversified underlying holdings.
Russell
LifePoints® Growth Strategy Sep Acct-Standard (Russell Investment
Group).
The
investment seeks high long term capital appreciation and low current income.
The
fund is a fund of funds, and diversifies assets by investing in class S shares
of several other Frank Russell Investment Company funds. The management may
modify the asset allocation and the selection of underlying funds from time
to
time. While the investment is nondiversified, it invests in diversified
underlying holdings.
Russell
LifePoints® Equity Growth Strat Sep Acct-Stnd (Russell Investment
Group).
The
investment seeks high long term capital appreciation. The fund is a fund of
funds, and diversifies assets by investing in class S shares of several other
Frank Russell Investment Company funds. It normally invests at least 80% of
assets in shares of equity underlying funds. The management may modify the
asset
allocation and the selection of underlying funds from time to time. While the
investment is nondiversified, it invests in diversified underlying
holdings.
Stable
Value Fund (Morley Financial Services, Inc.).
The
Principal Stable Value Fund seeks current income by investing primarily in
insurance contracts issued by insurance companies, and investments from other
financial institutions which offer stability of principal. It holds multiple
duration securities with an average quality rating of AAA.
Bond
and Mortgage Separate Account-Stnd (Principal Global
Investors).
The
investment option invests primarily in intermediate-term, fixed-income
investments such a public and private corporate bonds, commercial and
residential mortgages, asset-backed securities and US government and
agency-backed securities. Value is added primarily through sector allocation
and
security selection. The Separate Account may enter into reverse repurchase
agreements to attempt to enhance portfolio return and income.
In
connection with the stock offering, the Plan will make a one-time offer of
the
Common Stock as an additional choice to these investments options. In connection
with the offering, you may direct the trustee to invest up to 100% of your
Plan
account in Common Stock as a one-time special election.
As
of the
date of this prospectus supplement, none of the shares of Common Stock have
been
issued or are outstanding and there is no established market for the Common
Stock. Accordingly, there is no record of the historical performance of the
Common Stock. Performance of the Common Stock depends on a number of factors,
including the financial condition and profitability of FSB Community Bankshares,
Inc. and Fairport Savings Bank and market conditions for the Common Stock
generally.
Investments
in the Common Stock involve special risks that are common to investments
in the
common stock.
For
a
discussion of material
risks you should consider, see “Risk Factors” beginning on page 20 of the
attached prospectus.
The
following notice
is
provided to you pursuant to applicable law.
Notice
of Your Rights Concerning Employer Securities.
This
notice informs you of an important change in federal law that provides specific
rights concerning investments in Common Stock. Because you may now invest
in
Common Stock under the Plan, you should take the time to read this notice
carefully.
Your
Rights Concerning Employer Securities. The
Plan
must allow you to elect to move any portion of your account that is invested
in
Common
Stock from
that
investment into other investment alternatives under the Plan. This right
extends
to all of the Common Stock held under the Plan. You may contact the person
identified below for specific information regarding this legal right, including
how to make this election. In deciding whether to exercise this right, you
will
want to give careful consideration to the information below that describes
the
importance of diversification. All of the investment options under the Plan
are
available to you if you decide to diversify out of Common
Stock.
The
Importance of Diversifying Your Retirement Savings. To
help
achieve long-term retirement security, you should give careful consideration
to
the benefits of a well-balanced and diversified investment portfolio. Spreading
your assets among different types of investments can help you achieve a
favorable rate of return, while minimizing your overall risk of losing money.
This is because market or other economic conditions that cause one category
of
assets, or one particular security, to perform very well often cause another
asset category, or another particular security, to perform poorly. If you invest
more than 20% of your retirement savings in any one company or industry, your
savings may not be properly diversified. Although diversification is not a
guarantee against loss, it is an effective strategy to help you manage
investment risk.
In
deciding how to invest your retirement savings, you should take into account
all
of your assets, including any retirement savings outside of the Plan. No single
approach is right for everyone because, among other factors, individuals have
different financial goals, different time horizons for meeting their goals,
and
different tolerances for risk. Therefore, you should carefully consider the
rights described in this notice and how these rights affect the amount of money
that you invest in Common Stock through the Plan.
It
is
also important to periodically review your investment portfolio, your investment
objectives, and the investment options under the Plan to help ensure that your
retirement savings will meet your retirement goals.
For
More Information.
If
you
have any questions about your rights under this new law, including how to make
this election, contact Kevin Maroney, Fairport Savings Bank, Telephone: (585)
377-8970, extension 334. For more information on investing and diversification
of retirement plan assets, please go to the Employee Benefits Security
Administration website, which is located at http://www.dol.gov/ebsa/investing.html.
The
Trustee and Custodian. Plan
assets other than the Common Stock are held in a group annuity contract,
so
those assets are not required to be held in a trust. Common
Stock will
not
be held as part of the group annuity contract and the Plan has retained
Principal Financial Group to serve as trustee for the Common
Stock.
Plan
Administrator.
Pursuant
to the terms of the Plan, the Plan is administered by the Plan Administrator,
Fairport Savings Bank. The address of the Plan Administrator is Fairport Savings
Bank, Attn: Kevin Maroney, 45 South Main Street, Fairport, NY 14450; telephone:
(585) 377-8970, extension 334. The Plan Administrator is responsible for the
administration of the Plan, interpretation of the provisions of the Plan,
prescribing procedures for filing applications for benefits, preparation and
distribution of information explaining the Plan, maintenance of Plan records,
books of account and all other data necessary for the proper administration
of
the Plan, preparation and filing of all returns and reports relating to the
Plan
which are required to be filed with the U.S. Department of Labor and the IRS,
and for all disclosures required to be made to participants, beneficiaries
and
others under ERISA Sections 104 and 105.
Reports
to Plan Participants.
The
Plan Administrator will furnish you a statement at least quarterly showing
the
balance in your account as of the end of that period, the amount of
contributions allocated to your account for that period, and any adjustments
to
your account to reflect earnings or losses (if any).
It
is the
intention of Fairport Savings Bank to continue the Plan indefinitely.
Nevertheless, Fairport Savings Bank may terminate the Plan at any time. If
the
Plan is terminated in whole or in part, then regardless of other provisions
in
the Plan, you will have a fully vested interest in your accounts. Fairport
Savings Bank reserves the right to make any amendment or amendments to the
Plan
which do not cause any part of the trust to be used for, or diverted to, any
purpose other than the exclusive benefit of participants or their beneficiaries;
provided, however, that Fairport Savings Bank may make any amendment it
determines necessary or desirable, with or without retroactive effect, to comply
with ERISA.
In
the
event of the merger or consolidation of the Plan with another plan, or the
transfer of the trust assets to another plan, the Plan requires that you would,
if either the Plan or the other plan terminates, receive a benefit immediately
after the merger, consolidation or transfer that is equal to the benefit that
you would have been entitled to receive immediately before the merger,
consolidation or transfer.
The
following is a brief summary of the material federal income tax aspects of
the
Plan. You should not rely on this summary as a complete or definitive
description of the material federal income tax consequences relating to the
Plan. Statutory provisions change, as do their interpretations, and their
application may vary in individual circumstances. Finally, the consequences
under applicable state and local income tax laws may not be the same as under
the federal income tax laws. Please consult your tax advisor with respect to
any
distribution from the Plan and transactions involving the Plan.
As
a
“tax-qualified retirement plan,” the Code affords the Plan special tax
treatment, including:
(1)
the
sponsoring employer is allowed an immediate tax deduction for the amount
contributed to the Plan each year;
(2)
participants pay no current income tax on amounts contributed by the employer
on
their behalf; and
(3)
earnings of the Plan are tax-deferred, thereby permitting the tax-free
accumulation of income and gains on investments.
Fairport
Savings Bank will administer the Plan to comply with the requirements of the
Code as of the applicable effective date of any change in the law.
Distributions
of Roth Elective Deferral Contributions.
A
distribution from your Roth contribution account in the 401(k) Plan generally
is
not taxable to you provided that such distribution is made after the Roth
elective contributions have been in the 401(k) Plan for at least 5 years, and
the distribution is made after you reach age 59-1/2, or following your death
or
disability.
Lump-Sum
Distribution.
A
distribution from the Plan to a participant or the beneficiary of a participant
will qualify as a lump-sum distribution if it is made within one taxable year,
on account of the participant’s death, disability or separation from service, or
after the participant attains age 59 ½, and consists of the balance credited to
the participant under the Plan. The portion of any lump-sum distribution
required to be included in your taxable income for federal income tax purposes
consists of the entire amount of the lump-sum distribution you have made to
this
Plan.
FSB
Community Bankshares, Inc. Common Stock Included in Lump-Sum
Distribution.
If a
lump-sum distribution includes Common Stock, the distribution generally will
be
taxed in the manner described above, except that the total taxable amount may
be
reduced by the amount of any net unrealized appreciation with respect to the
Common Stock; that is, the excess of the value of the Common Stock at the time
of the distribution over its cost of the securities to the trust. The tax basis
of the Common Stock, for purposes of computing gain or loss on its subsequent
sale, equals the value of the Common Stock at the time of distribution, less
the
amount of net unrealized appreciation. Any gain on a subsequent sale or other
taxable disposition of the Common Stock, to the extent of the amount of net
unrealized appreciation at the time of distribution, will constitute long-term
capital gain, regardless of the holding period of the Common Stock. Any gain
on
a subsequent sale or other taxable disposition of the Common Stock, in excess
of
the amount of net unrealized appreciation at the time of distribution, will
be
considered long-term capital gain. The recipient of a distribution may elect
to
include the amount of any net unrealized appreciation in the total taxable
amount of the distribution, to the extent allowed by the IRS.
Distributions:
Rollovers and Direct Transfers to Another Qualified Plan or to an
IRA.
You may
roll over virtually all distributions from the Plan to another qualified plan
or
to an individual retirement account in accordance with the terms of the other
plan or account.
Other
Distributions.
If you
elect an annuity form of distribution under the 401(k) Plan, you will be taxed
on the distribution in the year in which you receive the distribution. Assuming
that you have not made any after-tax contributions to the 401(k) Plan, each
payment is ordinary income in the year received. To the extent that you have
made after-tax contributions to the 401(k) Plan, you may be able to exclude
a
portion of each payment from current income.
As
noted
above, the Plan is subject to certain provisions of ERISA, including special
provisions relating to control over the Plan’s assets by participants and
beneficiaries. The Plan’s feature that allows you to direct the investment of
your account balances is intended to satisfy the requirements of section 404(c)
of ERISA relating to control over plan assets by a participant or beneficiary.
The effect of this is two-fold. First, you will not be deemed a “fiduciary”
because of your exercise of investment discretion. Second, no person who
otherwise is a fiduciary, such as Fairport Savings Bank, the Plan Administrator,
or the Plan’s trustee is liable under the fiduciary responsibility provision of
ERISA for any loss which results from your exercise of control over the assets
in your Plan account.
Because
you will be entitled to invest all or a portion of your account balance in
the
Plan in Common Stock, the regulations under ERISA section 404(c) require that
the Plan establish procedures that ensure the confidentiality of your decision
to purchase, hold, or sell employer securities, except to the extent that
disclosure of such information is necessary to comply with federal or state
laws
not preempted by ERISA. These regulations also require that your exercise of
voting and similar rights with respect to the Common Stock be conducted in
a way
that ensures the confidentiality of your exercise of these rights.
Section
16 of the Securities Exchange Act of 1934 imposes reporting and liability
requirements on officers, directors, and persons beneficially owning more
than
10% of public companies such as FSB Community Bankshares, Inc. Section 16(a)
of
the Securities Exchange Act of 1934 requires the filing of reports of beneficial
ownership. Within 10 days of becoming an officer, director or person
beneficially owning more than 10% of the shares of FSB Community Bankshares,
Inc., a Form 3 reporting initial beneficial ownership must be filed with
the
Securities and Exchange Commission. Changes in beneficial ownership, such
as
purchases, sales and gifts generally must be reported on a Form 4 within
2
business days after the change occurs. Insiders must file a Form 5 to report
any
transactions that should have been reported earlier on a Form 4 or were eligible
for deferred reporting. If a Form 5 must be filed, it is due 45 days after
the
end of FSB Community Bankshares, Inc.’s fiscal year. Discretionary transactions
in and beneficial ownership of the Common Stock in the Plan by officers,
directors and persons beneficially owning more than 10% of the Common Stock
of
FSB Community Bankshares, Inc. generally must be reported to the Securities
and
Exchange Commission by such individuals.
In
addition to the reporting requirements described above, section 16(b) of
the
Securities Exchange Act of 1934 provides for the recovery by FSB Community
Bankshares, Inc. of profits realized by an officer, director or any person
beneficially owning more than 10% of Common Stock resulting from non-exempt
purchases and sales of Common Stock within any six-month
period.
The
Securities and Exchange Commission has adopted rules that provide exemptions
from the profit recovery provisions of section 16(b) for all transactions
in
employer securities within an employee benefit plan, provided certain
requirements are met. These requirements generally involve restrictions upon
the
timing of elections to acquire or dispose of employer securities for the
accounts of section 16(b) persons. Except
for distributions of Common Stock due to death, disability, retirement,
termination of employment or under a qualified domestic relations order,
persons
affected by section 16(b) are required to hold shares of Common Stock
distributed from the Plan for six months following such distribution and
are
prohibited from directing additional purchases of Common
Stock for
six
months after receiving such a distribution.
Audited
financial information regarding the net assets available for benefits for the
year ended December 31, 2006 is available upon written request to the Plan
Administrator at the address shown above.
The
validity of the issuance of the Common Stock has been passed upon by Luse Gorman
Pomerenk & Schick, P.C., Washington, D.C., which firm acted as special
counsel to Fairport Savings Bank in connection with FSB Community Bankshares,
Inc.’s stock offering.
Fairport
Savings Bank 401(k) Plan
Stock
Offering Memorandum
| To: |
Participants
in the 401(k) Plan
|
| Re: |
Fairport
Savings Bank 401(k) Plan
|
Enclosed
is a Prospectus,
Stock
Information Form
and your
401(k)
Plan Prospectus Supplement including the Investment Election Form
and
a
return
envelope.
Please
review the Prospectus and Prospectus Supplement carefully as they contain
important information regarding the stock offering to participants of Fairport
Savings Bank 401(k) Plan.
|
If
you
choose
to
invest in FSB Community Bankshares, Inc. common stock in the
offering
using funds from your
401(k) Plan account, you must:
|
|
A.
|
Complete
the Investment Election Form (2
pages).
|
|
B.
|
Complete
the 401(k) Stock Information Form (shaded
areas).
|
| |
o
|
Purchaser
Information. Provide all account information for any account you
may have
had on the date specified, whether or not they are currently
open.
|
| |
|
Name
under stock registration
|
| |
|
Telephone
numbers and county of residence
|
| |
|
Check
box 9 if it applies to you.
|
| |
|
Check
box 10 if it applies to you and list any associates (as defined)
also
entering orders.
|
|
C.
|
401(k)
DEADLINE:
Return the Investment Election Form and the special 401k Stock
Information
Form to Leslie Zornow by x:00
p.m. on June __,
2007. You will
not
be
able to purchase stock in the offering with your 401(k) Plan funds
if you
do not return the above forms by this
date.
|
|
If
you do
not choose
to
invest in FSB Community Bankshares, Inc. common stock in the offering
using funds from your 401(k) Plan account, check the box below
and return
this memo to Leslie Zornow.
|
| o |
I
do not choose to invest in FSB Community Bankshares, Inc. common
stock in
the offering using funds from my 401(k) Plan
account.
|
| |
|
|
|
Print
Name
|
Signature
|
Date
|
If
you
have any questions feel free to call me at (xxx)
xxx-xxxx.
| To: |
Participants
in the Fairport Savings Bank 401(k) Savings Plan (the “401(k)
Plan”)
|
| From: |
Fairport
Savings Bank
|
| Re: |
Purchasing
FSB Community Bankshares, Inc. Stock through the 401(k) Plan in
the
IPO
|
The
following questions and answers are intended to help explain how 401(k) Plan
participants can purchase FSB Community Bankshares, Inc. common stock (“Common
Stock”) in the initial public offering through the 401(k) Plan. You should read
the Prospectus and Prospectus Supplement, as well as the Special Investment
Election Form, Stock Offering Memorandum, and 401(k) Stock Information Form
that
have been distributed to you (collectively, these are called the “401(k)
Forms”), which provide more complete information about purchasing Common Stock
through the 401(k) Plan and about the stock offering. If you have general
questions about the stock offering or about placing an order for stock
outside
of the
401(k) Plan, you may call the Stock Information Center at 866-818-9961.
If you
have questions about the procedures for completing and turning in the Special
Investment Election Form in order to purchase stock inside
the
401(k) Plan, contact Leslie Zornow at (585) 223-9080, ext. 217.
Q1: How
can I buy stock in the offering?
Outside
the 401(k) Plan
You
may
subscribe for Common Stock in the offering outside of the 401(k) Plan at
a
purchase price of $10 per share. Depositors of Fairport Savings Bank whose
deposit account(s) totaled $50 or more as of the close of business on December
31, 2005 or March 31, 2007, (and borrowers as of January 14, 2005 who maintain
such borrowings as of April 30, 2007 are eligible to subscribe in the Stock
Offering and have been mailed a package with a Prospectus and a Stock Order
Form. If you are not eligible to subscribe in the Subscription Offering,
but you
qualify for the Community Offering (as described in the Prospectus) you may
request a Stock Order Form from the Stock Information Center in order to
participate in the Community Offering.
Within
the 401(k) Plan
As
a
participant in the 401(k) Plan, you may subscribe for Common Stock in the
401(k)
Plan by making an election to transfer all or a portion of your existing
account
balance to the a stable value fund in the 401(k) Plan which will be used
to
purchase Common Stock. You generally will not
be able
to purchase Common Stock in the 401(k) Plan after the offering.
Q2: How
much stock may I order in the offering?
The
purchase limit for an individual qualifying account in the offering is 15,000
shares. However, there is an additional purchase limit for an individual,
together with associates, such that the aggregate purchase for an individual
and
his or her associates is 20,000 shares. An associate includes any person
who is
related by blood or marriage to you and either lives in your household or
is a
director or senior officer of Fairport Savings Bank or FSB Community Bankshares,
Inc. These limits apply to your order through the 401(k) Plan plus your order,
if any, outside the 401(k) Plan.
Q3: How
many shares may I purchase through the 401(k) Plan?
Subject
to the maximum purchase limits described above, you may use your entire account
balance to purchase shares in the stock offering. Federal law limits the
aggregate number of shares available for purchase through the 401(k) Plan
as
part of the offering to 2% of the stock offering. Please note that if you
order
an ownership interest in 15,000 shares (i.e., the individual purchase limit
described above) through the 401(k) Plan, you may also order shares outside
the
401(k) Plan, assuming you have other eligible qualifying account(s), subject
to
the maximum purchase limits described above.
Q4: Will
I receive all of my order?
If
the
offering is oversubscribed (i.e., more orders to purchase shares through
the
401(k) Plan are received than the total number of shares that are available
for
purchase through the 401(k) Plan) you may not receive all of your order.
See the
Prospectus Supplement section entitled “Allocation of Units” which describes how
shares will be allocated in the event of oversubscription of the 401(k) Plan
aggregate limit. If you elect on the Special Investment Election Form, then
Common Stock may be purchased after the offering, but only up to the amount
of
your original purchase order.
Q5: If
I want to buy FSB Community Bankshares, Inc. Common Stock in the 401(k) Plan,
what do I do?
Read
the
Prospectus and attached Prospectus Supplement. Regardless
of whether you decide to place an order or not, please fill out and return
the
401(k) Forms to Leslie Zornow at Fairport Savings Bank no later than 5:00
p.m.,
Eastern Time on Thursday, June 7, 2007,
so that
we have affirmative answers from all 401(k) Plan participants about their
wishes
with respect to purchasing or not purchasing Common Stock.
If
you
don’t want to purchase Common Stock, just fill out the portion of the Stock
Offering Memorandum that says you do not wish to purchase Common Stock, sign
and
date and return to Leslie Zornow.
If
you
want to place an order, complete all of the information on the 401(k) Forms.
Indicate the specific dollar amount that you want to have transferred out
of
each particular mutual fund investment to the stable value fund in order
to
purchase Common Stock. You must make sure you have sufficient funds in your
investment accounts within the 401(k) Plan to cover the amount that you want
invested in Common Stock. If you order more Common Stock than you have funds
available, the maximum available amount (rounded down to the nearest $10)
will
be transferred to Common Stock.
Please
see the 401(k) Forms for more details, or contact Leslie Zornow, at (585)
223-9080, ext. 217 if you have any questions.
Q6: How
do I purchase shares both through the 401(k) Plan and outside the 401(k)
Plan?
In
order
to purchase shares through the 401(k) Plan, you must complete and return
the
401(k) Forms to Leslie Zornow at Fairport Savings Bank no later than 5:00
p.m.,
EST on Thursday, June
7, 2007.
In
order to purchase shares outside the 401(k) Plan (in your name or through
an
IRA) you must complete and return a Stock Order Form along with payment by
check
or by authorizing a withdrawal from your Fairport Savings Bank deposit
account(s) to the Stock Information Center no later than 5:00 p.m., Eastern
Time, on Thursday,
June 14, 2007.
Q7: Is
there a tax-qualified way for me to buy stock in FSB Community Bankshares,
Inc.
outside the 401(k) Plan?
If
you
have an individual retirement account or individual retirement annuity (IRA),
you may be able to purchase shares of Common Stock in the offering with your
interest in your IRA. If your IRA is in Fairport Savings Bank, you will
first
be
required to transfer your IRA to a self-directed account (such as a brokerage
account) maintained by an independent trustee in order to purchase shares.
IRA
purchases cannot be made through the 401(k) Plan. Call the Stock Information
Center promptly
for
assistance with IRA purchases!
Q8: Why
must I complete and return my 401(k) Forms by Thursday, June 7, 2007, but
the
Prospectus says that I can return my Stock Order Form to the Stock Information
Center by Thursday, June 14?
The
401(k) Plan needs to have enough time to determine how many shares to purchase
for the Plan and, therefore, you are required to return your 401(k) Forms
by
5:00 p.m. Thursday, June
7, 2007.
The
401(k) Plan will then submit an Order Form to the Stock Information Center
on
behalf of the 401(k) Plan no later than 5:00 p.m., EST, on Thursday,
June 14, 2007.
If you
do not return your Special Election Form by 5:00 pm on June 7, you will not
be
able to purchase Common Stock through your 401(k) Plan account in the initial
public stock offering. However, after the stock offering, you generally may
invest your 401(k) Plan account in Common Stock at any time (but note federal
law restricts certain “insiders” from trading in Common Stock during “black out”
periods; please see Kevin Maroney if you have questions about the black out
period trading restrictions).
Q9: Should
I keep a copy of my 401(k) Forms?
It
is
always a good idea to keep a record of your 401(k) Forms.
Q10:
Can
I use interoffice mail to get my 401(k) Forms to Leslie Zornow by 5:00 p.m.
on
June 7, 2007?
You
can
either use interoffice mail, facsimile, regular mail or return your 401(k)
Forms
in person. Remember, if you use interoffice mail, facsimile, or regular mail,
your 401(k) Forms must be delivered to Leslie Zornow no later than 5:00 p.m.,
EST, on Thursday, June 7, 2007. If you put your 401(k) Forms in the interoffice
mail on June 7, 2007, you cannot be guaranteed that it will be received prior
to
the deadline.
Q11:
May
I change my mind after I submit a Special Investment Election Form to transfer
assets to the stable value fund?
No.
Once
you submit a Special Investment Election Form to transfer assets from the
various mutual funds in the 401(k) Plan to the stable value fund, your election
is irrevocable. Once the offering is concluded, you will be entitled to transfer
assets in and out of the stock when the stock begins to trade in the open
market.
Q12:
When
will my account be credited with Common Stock?
Your
investment in Common Stock will be credited after your 401(k) Forms have
been
processed, subject to completion of the offering. However, you will not have
access to the amounts in your account credited to the stable value fund until
after the consummation of the offering, which is expected to occur around
June
30, 2007.
Q13:
Will
I receive a stock certificate for my 401(k) order?
No.
Your
request to purchase shares through the 401(k) Plan will be deemed to be a
request to purchase an ownership interest in Common Stock in the 401(k) Plan.
You will only be entitled to a distribution of your interest in the 401(k)
Plan
in accordance with the provisions of the 401(k) Plan.
Q14:
Can
I contribute shares that I purchase in my individual name (i.e., outside
the
401(k) Plan) to an IRA at some time in the future?
No.
Shares that you purchase in your individual name cannot be contributed to
an
IRA.
|
FAIRPORT
SAVINGS BANK
401(k)
STOCK INFORMATION FORM
Internal
Use Only
|
FSB
Community Bankshares, Inc.
401(k)
INFORMATION FORM
|
|
|
Fairport
Savings Bank
Stock
Information Center
866-818-9961
|
Expiration
Date
for
401(k) Election Form:
Thursday,
June 07, 2007
5:00
p.m., Eastern time
|
|
(1)
Number of Shares
|
Subscription
Price
X
10.00 =
|
|
(2)
Total Payment Due
|
|
Minimum
number of shares: 25 shares ($250.)
Maximum
number of shares: 15,000 shares ($150,000)
Maximum
number of shares for associates or group: 20,000 shares ($200,000)
|
| |
Bank
Use Only
|
$
|
Bank
Use Only
|
|
| |
|
(3)
Employee/Officer/Director
x
|
(4)
Payment Received
|
$
|
Bank
Use Only
|
.
|
|
(5)
Purchaser Information
|
|
Subscription
Offering
-
Check here and list account(s) below if you had:
|
|
o
a. A
deposit account(s) totaling $50 or more on the close of business
December
31, 2005 (“Eligible Account Holder”).
|
|
o
b.
A deposit account(s)
totaling $50 or more on the close of business March 31, 2007
but you are
not an Eligible Account Holder (Supplemental Eligible Account
Holder).
|
|
o
c.
A deposit account(s) )
totaling $50 or more on the close of business April 30, 2007
or a loan
outstanding as of January 14, 2005 that
continued to be outstanding as of April 30,
2007 but you are not an Eligible Account Holder or Supplemental
Eligible
Account Holder (“Other Member”).
|
|
Community
Offering
-
Check here if you are:
o
d. A
community member (Indicate county of residence in #9
below).
|
| |
|
PLEASE
NOTE: FAILURE TO LIST ALL YOUR ACCOUNTS MAY RESULT IN THE LOSS
OF PART OR
ALL OF YOUR SUBSCRIPTION RIGHTS.
|
|
Bank
Use
|
Account
Number(s)
|
Account
Title (Name(s) on Account)
|
| |
|
|
| |
|
|
| |
|
|
| |
|
(6)
Form of Stock Ownership & SS# or Tax ID#:
|
SS#/Tax
ID# of Trustee
|
To
be filled in prior to print
|
|
401(k)
Qualified Plan
x
|
|
SS#/Tax
ID# 0f Participant
|
|
|
(7)
Stock Registration & Address:
|
| |
FAIRPORT
SAVINGS BANK 401(k) PLAN FBO
|
|
Print
Name
|
|
| |
45
SOUTH MAIN ST
|
| |
FAIRPORT
|
State:
|
NY
|
Zip
Code:
|
14450
|
|
(8)
Telephone
Daytime/Evening
|
(
) --
|
(
) --
|
County
of
Residence
|
|
|
(9)
o NASD
Affiliation
- Check
here if you are a member of the National Association of Securities
Dealers, Inc. (“NASD”), a person affiliated, or associated, with a NASD
member, a
member of the immediate family of any such person to whose support
such
person contributes, directly or indirectly, or the holder of
an account in
which a NASD member or person associated with a NASD member has
a
beneficial interest. You agree, if you have checked the NASD
Affiliation
box, to report this subscription in writing to the applicable
NASD member
within one day of payment therefore.
|
|
(10)
o Associates/Acting
in Concert
- Check
here and complete below if you or any associates or persons acting
in
concert with you have submitted other orders for shares outside
of the
401(k) plan.
|
|
Associate
-
The term “associate” of a particular person means:
(1)
a corporation or organization other than FSB Community Bankshares,
MHC,
FSB Community Bankshares, Inc., or Fairport Savings Bank or a
majority-owned subsidiary of FSB
Community Bankshares, MHC, FSB Community Bankshares, Inc., or
Fairport
Savings Bank of which a person is a senior officer or partner
or is,
directly or indirectly, the beneficial
owner of 10% or more of any class of equity securities of such
corporation
or organization;
(2)
a trust
or other estate in which a person has a substantial beneficial
interest or
as to which a person serves as a trustee or a fiduciary; and
(3) any
person who is related by blood or marriage to such person and
who lives in
the same home as such person or who is a director or senior officer
of FSB
Community Bankshares, MHC, FSB Community Bankshares, Inc., or
Fairport
Savings Bank or any of their subsidiaries.
(4)
any
person acting in concert with the persons or entities specified
above.
Acting in concert
-
The
term “acting in concert” means:
(1)
knowing
participation in a joint activity or interdependent conscious
parallel
action towards a common goal whether or not pursuant to an express
agreement; or
(2)
a combination or pooling of voting or other interests in the
securities of
an issuer for a common purpose pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written
or
otherwise.
In
general, a person who acts in concert with another party will
also be
deemed to be acting in concert with any person who is also acting
in
concert with that other party.
We
may presume that certain persons are acting in concert based
upon various
facts, among other things, joint account relationships and the
fact that
persons may have filed joint Schedules 13D or 13G with the Securities
and
Exchange Commission with respect to other companies.
|
|
Name(s)
listed on other stock order forms
|
Number
of shares ordered
|
Bank
Use Only
|
| |
|
|
|
| |
|
|
| |
|
SPECIAL
INVESTMENT ELECTION FORM
PLAN
NAME: FAIRPORT SAVINGS BANK 401(k) SAVINGS PLAN (the “401(k)
Plan”)
THIS
IS A SPECIAL, ONE-TIME INVESTMENT ELECTION FORM TO BE USED
IN CONNECTION
WITH FSB COMMUNITY BANKSHARES, INC. STOCK
OFFERING.
IF
YOU WISH TO PLACE A STOCK ORDER THROUGH THE 401(k) PLAN, PLEASE RETURN
THIS FORM
TO LESLIE ZORNOW, AT FAIRPORT SAVINGS BANK, TO BE RECEIVED NO LATER THAN
5:00
P.M., EASTERN TIME, ON THURSDAY, JUNE 7, 2007.
|
SECTION
A: NAME / SOCIAL SECURITY
#
|
|
__________________________________________________________________
|
-
-
|
|
PLEASE
PRINT: Last Name First Name Middle
|
Social
Security #
|
|
SECTION
B: SPECIAL ONE-TIME INVESTMENT ELECTION
|
Participants
with existing 401(k) plan account balances may invest all or a portion
of their
account in FSB Community Bankshares, Inc. common stock in connection
with the
initial public offering. The purchase price of the common stock in the
offering
is $10 per share. Participants may transfer amounts from any current
investment
funds to a stable value fund in the 401(k) Plan which will then be invested
in
common stock. To the extent there are insufficient funds in any source
that you
designate to be transferred to the stable value fund, the maximum available
amount (rounded down to the nearest whole $10 value) will be transferred
to the
stable value fund.
Indicate
the dollar amount to be transferred from your current plan investments
to the
stable
value fund, which will then be invested in Common Stock.
|
Source
of Funds to Be Transferred
|
Amount
to Be Transferred
|
|
Large-Cap
Value Separate Account-Stnd (AllianceBernstein LP)
|
$
|
|
Large-Cap
Stock Index Separate Account-Stnd (Principal Global
Investors)
|
$
|
|
Large-Cap
Blend Separate Account-Stnd (T. Rowe Price Associates,
Inc.)
|
$
|
|
Large-Cap
Growth II Separate Account-Stnd (American Century Inv. Mgmt.)
|
$
|
|
Large-Cap
Growth I Separate Account-Stnd (T. Rowe Price Associates,
Inc.)
|
$
|
|
Mid-Cap
Value Separate Account-Stnd (Neuberger Berman/Jacobs Levy)
|
$
|
|
Mid-Cap
Stock Index Separate Account-Stnd (Principal Global
Investors)
|
$
|
|
Mid-Cap
Growth Separate Account-Stnd (Turner Investment Partners)
|
$
|
|
Small-Cap
Value Separate Account-Stnd (Ark Asset Mgmt/LA Capital
Mgmt)
|
$
|
|
Small-Cap
Value II Separate Account-Stnd (Dimensional/Vaughan
Nelson)
|
$
|
|
Small-Cap
Stock Index Separate Account-Stnd (Principal Global
Investors)
|
$
|
|
Small-Cap
Growth II Separate Account-Stnd (UBS/Emerald/Essex)
|
$
|
|
Diversified
International Separate Account-Stnd (Principal Global
Investors)
|
$
|
|
Real
Estate Securities Separate Account-Stnd (Principal Global
Investors)
|
$
|
|
Russell
LifePoints® Cons Strategy Sep Acct-Standard (Russell Investment
Group)
|
$
|
|
Russell
LifePoints® Moderate Strategy Sep Acct-Standard (Russell Investment
Group)
|
$
|
|
Russell
LifePoints® Balanced Strategy Sep Acct-Standard (Russell Investment
Group).
|
$
|
|
Russell
LifePoints® Growth Strategy Sep Acct-Standard (Russell Investment
Group)
|
$
|
|
Russell
LifePoints® Equity Growth Strat Sep Acct-Stnd (Russell Investment
Group)
|
$
|
|
Stable
Value Fund (Morley Financial Services, Inc.)
|
$
|
|
Bond
and Mortgage Separate Account-Stnd (Principal Global
Investors)
|
$
|
|
Total
Amount to Be Transferred
|
$
|
|
SECTION
C: IMPORTANT
CONSIDERATIONS
|
Please
note that your election to invest all or a portion of your account in
the common
stock will be IRREVOCABLE.
As you
know, you are permitted to change your investment election among the
various
investment funds in the 401(k) Plan on a daily basis. However, you will
not be
permitted to change your investment election with respect to that portion
of
your account that you indicated above will be invested in common stock
in the
stock offering. After this form has been submitted and processed, the
amount
transferred in accordance with Section B above will be placed in the
stable
value fund. You will not have access to the amounts from your account
placed in
the stable value fund until after the conclusion of the offering. Following
the
conclusion of the offering, you will be permitted to change your investment
elections, including diversifying out of the investment in common stock.
If some
or all of the amount that you direct to be invested in the stable value
fund
cannot be used to purchase stock in the offering because the offering
is
oversubscribed, I elect that the unused funds be applied as follows (check
one):
| o |
To
the purchase of shares of FSB Community Bankshares, Inc. in the
open
market at the then-market price.
|
OR
| o
|
To
be reallocated among the other funds in the Plan that I will choose
at the
next election date.
|
|
SECTION
D: PARTICIPANT
AUTHORIZATION
|
I
certify
that I received a copy of the Prospectus of FSB Community Bankshares,
Inc. which
provides detailed information with respect to the offering of FSB Community
Bankshares, Inc. stock and the attached Prospectus Supplement relating
to the
election to direct investments under the 401(k) Plan to common stock.
I
understand that the value of the investments may fluctuate over time
and that
risks are associated with investing in the investment options I have
selected.
Furthermore, I authorize the Plan Administrator to execute my directions
as set
forth above. I understand these directions are irrevocable.
Participant
Signature ____________________________________________________
Date
________________________
IMPORTANT:
PLEASE KEEP A COPY OF YOUR COMPLETED FORM FOR YOUR
RECORDS
