BCTF 8-K
Bancorp 34, Inc. (BCTF)
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 14, 2020
BANCORP 34, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland |
001-37912 |
74-2819148 |
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(State or Other Jurisdiction) |
(Commission File No.) |
(I.R.S. Employer |
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of Incorporation) |
Identification No.) |
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500 East 10th Street, Suite 100, Alamogordo, New Mexico |
88310 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant's telephone number, including area code: (575) 437-9334
Not Applicable
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
BCTF |
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On August 14, 2020, Bancorp 34, Inc. (the “Company”) notified the NASDAQ Stock Market of its intent to file a Notification of Removal from Listing and/or Registration Under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the “SEC”) on or about August 25, 2020 to effect the voluntary delisting of its common stock from NASDAQ. The Company expects the delisting will be effective on or about August 25, 2020. The Company also announced its intention to terminate the registration of its common stock under Section 12(b) of the Exchange Act and to suspend its periodic reporting obligations with the SEC. The Company has applied to have its shares quoted on the OTCQB Market following NASDAQ delisting.
A copy of the press release announcing the Company’s intention to delist and deregister its shares of common stock is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 8.01 Other Events
The press release filed as Exhibit 99.1 also announces that the Company’s Board of Directors has adopted a stock repurchase program for up to $600,000 of the Company’s common stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
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Exhibit 99.1 |
Press Release dated August 14, 2020 |
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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BANCORP 34, INC. |
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DATE: August 14, 2020 |
By: |
/s/ James T. Crotty |
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James T. Crotty |
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Co- President and Chief Executive Officer |
Exhibit 99.1
Bancorp 34, Inc.
500 E. 10th Street
Suite 100
Alamogordo, NM 88310
Contact: Jan R. Thiry
EVP/Chief Financial Officer
623.777.0570
FOR IMMEDIATE RELEASE – August 14, 2020
BANCORP 34, INC. ANNOUNCES VOLUNTARY NASDAQ DELISTING,
SEC DEREGISTRATION AND ADOPTION OF STOCK REPURCHASE PROGRAM
Alamogordo, NM – August 14, 2020 – Bancorp 34, Inc. (the “Company”) (NASDAQ: BCTF), the holding company for Bank 34, announced today that it has notified the NASDAQ Stock Market of the Company’s intent to voluntarily delist its common stock from the NASDAQ Capital Market. The Company further intends to withdraw the registration of its common stock with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Company has adopted a stock repurchase program for a total purchase price not to exceed $600,000.
DELISTING AND DEREGISTRATION
The Company intends to file a Form 25 with the SEC to remove its common stock from listing on the NASDAQ Capital Market and to deregister its stock under Section 12(b) of the Exchange Act on or about August 25, 2020. The Company expects the last trading day of its shares of common stock on the NASDAQ Capital Market will be on or about August 25, 2020.
The Company intends to file a Form 15 with the SEC on or about September 4, 2020 to terminate the registration of its common stock under section 12(g) of the Exchange Act. The obligation of the Company to file periodic reports with the SEC, including reports on Forms 10-K, 10-Q and 8-K, will be suspended immediately upon filing of the Form 15. Once the Form 15 is effective, which is expected to occur within 90 days of filing, the Company will no longer be a public reporting company and its obligations to file proxy materials and other reports with the SEC will also be suspended. The Company has applied to have its shares quoted on the OTCQB Market following NASDAQ delisting.
As a savings and loan holding company, the Company is eligible to deregister with the SEC because it has fewer than 1,200 shareholders of record. The decision of the Company’s board of directors to delist and deregister its common stock was based on numerous factors, including the significant cost savings of no longer filing periodic reports with the SEC, as well as reductions in accounting fees, legal fees and other costs. The Company’s financial statements will continue to be audited by an independent accounting firm and the Company intends to publish quarterly and annual financial information via press releases or by postings on Bank 34’s website (www.bank34online.com). Bank 34 will continue to report detailed quarterly financial results to its primary federal regulator, which are publicly available on the FDIC’s website (www.fdic.gov).
STOCK REPURCHASE
The Board of Directors has adopted a stock repurchase program. Under the repurchase program, the Company may repurchase common stock for a total purchase cost not to exceed $600,000. Repurchases will be made consistent with the Company’s trading policies. The timing and amount of share repurchases under the repurchase program may be suspended, terminated or modified by the Company at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.
About the Company
Bancorp 34, Inc. is the holding company for Bank 34. Bank 34 has four full-service community bank branches, one each in Otero and Dona Ana Counties in the cities of Alamogordo and Las Cruces in southern New Mexico and two in Maricopa County, Arizona in the cities of Scottsdale and Peoria. At June 30, 2020, the Company had consolidated assets of $458.0 million and stockholders’ equity of $45.6 million.
Forward-Looking Statements
Certain statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in interest rates, the effects of any health pandemic, regulatory considerations, competition and the other risks described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Forward-looking statements speak only as of the date they are made, and we assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under federal securities laws.