SEC Division of Corporation Finance no-action letter: Madison Bancorp, Inc.

KilPATRICK KILPATRICK TOWNSEND & STOCKTON LLP
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Section 15( d) of the Securities Exchange Act of 1934
Rule 12h-3 under the Securities Exchange Act of 1934 Office of Chief Counsel Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Madison Bancorp, Inc. (Commission File No. 000-54081) Request for No-Action Letter Dear Office of Chief Counsel:
On behalf of our client, Madison Bancorp, Inc., a Maryland corporation (the "Company"), we hereby request that the staff of the Division of Corporation Finance (the "Staff') of the Securities and Exchange Commission (the "Commission") confirm that it concurs with the Company's view that the Company should not be precluded from using Rule 12h-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to suspend its duty to file with the Commission current and periodic reports required by Section 15(d) ofthe Exchange Act and the rules and regulations promulgated thereunder, notwithstanding the fact that the Company would not be eligible to rely on Rule 12h-3 due to the effectiveness of its Registration Statement, as defined below, during the 2014 fiscal year as a result ofthe filing ofthe Company's Form 10-K for the fiscal year ended March 31,2013, which had the effect of updating a registration statement filed by the Company pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"). Subject to the Staffs concurrence with the request set forth in this letter, the Company intends to file a Form 15 pursuant to Rule 12h-3 of the Exchange Act to suspend its reporting obligations under Section 15( d) of the Exchange Act promptly after the receipt of such concurrence, and prior to June 30, 2014, which is the date on which the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2014 otherwise would be due. On March 14, 2014, the Company filed a Form 15 with the Commission to deregister its common stock, par value $0.01 per share ("Common Stock"), under Section 12(g) ofthe ATLANTA AUGUSTA CHARLOTTE DENVER LOS ANGELES NEW YORK RALEIGH SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI SILICON VALLEY STOCKHOLM TOKYO WALNUT CREEK WASHINGTON WINSTON-SALEM