Trustco Bank Corp N Y 8-K, filed Feb 18, 2021
Trustco Bank Corp N Y (TRST)
8-K
2021-02-18
For: 2021-02-18
View Original
Added on
April 09, 2026
About this 8-K
Trustco Bank Corp N Y filed this 8-K on February 18, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934
Date of report (date of earliest event reported): February 18, 2021
(Exact Name of Registrant as specified in its charter)
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State of Other Jurisdiction or Incorporation
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Commission File Number
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
(518 ) 377-3311
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark 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. ☐
TrustCo Bank Corp NY
| Item 8.01. |
Other Events
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On, February 18, 2021 TrustCo Bank Corp NY (the “Company” or “TrustCo”) announced that its
Board of Directors authorized a stock repurchase program. Under the stock repurchase program, the Company may repurchase up to 2,000,000 shares, or approximately 2% of its currently outstanding common stock. If
TrustCo’s previously announced proposed reverse stock split is consummated, the then remaining number of shares subject to the repurchase program will be proportionately adjusted.
A copy of the press release dated, February 18, 2021, announcing the stock repurchase program is included as Exhibit 99(a) to this report and is
incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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(d)
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Exhibits:
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| Exhibit No. |
Description of Exhibit
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| 99(a) |
Press release, dated, February 18, 2021
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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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 thereunto duly authorized.
Dated: February 18, 2021
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TRUSTCO BANK CORP NY
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(Registrant)
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/s/Michael M. Ozimek
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Michael M. Ozimek
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Executive Vice President and
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Chief Financial Officer
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Exhibit 99 (a)
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News Release
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5 Sarnowski Drive, Glenville, New York, 12302
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Subsidiary: Trustco Bank
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NASDAQ -- TRST
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Contact:
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Robert Leonard
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Executive Vice President and
Chief Risk Officer
(518) 381-3693
TRUSTCO BANK CORP NY
ANNOUNCES STOCK REPURCHASE PLAN
FOR IMMEDIATE RELEASE
Glenville, New York – February 18, 2021
TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) today announced that its Board of Directors has approved a stock repurchase program. Under the stock repurchase program,
TrustCo may repurchase up to 2,000,000 shares of its common stock, or approximately 2% of its current outstanding shares. If TrustCo’s previously announced proposed reverse stock split is consummated, the then remaining
number of shares subject to the repurchase program will be proportionately adjusted.
The repurchase program will permit shares to be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be
adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.
Repurchases will be made at management’s discretion over the next twelve months at prices management considers to be attractive and in the best interests of both TrustCo
and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and TrustCo’s financial performance. Open market purchases will be conducted in accordance with
applicable legal requirements.
The repurchase program may be suspended, terminated or modified 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 repurchase program does not obligate TrustCo to purchase any particular number of
shares.
About TrustCo Bank Corp NY
TrustCo Bank Corp NY is a $5.9 billion savings and loan holding company and through its subsidiary, Trustco Bank, operates 148 offices in New York, New Jersey, Vermont,
Massachusetts, and Florida.
Safe Harbor Statement
All statements in this news release that are not historical are forward-looking statements
within the meaning of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future,"
"likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our expectations for the repurchase of our common stock, including the
aggregate amount of such repurchases, and our proposed reverse stock split. Such forward-looking statements are subject to factors that could cause actual results to differ materially from those discussed, including the risk that the stock repurchase program may not be completed as planned on a timely basis or at all and other risks and uncertainties under the heading “Risk Factors” in our most recent
annual report on Form 10-K and in our subsequent quarterly reports on Form 10-Q or other securities filings. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date
made. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
The forward-looking statements contained in this news release speak only as of today’s date. TrustCo disclaims any obligations to update forward-looking
statements contained in this news release or in the above referenced reports, whether as a result of new information, future events or otherwise.