8-K
Trustco Bank Corp N Y (TRST)
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): April 16, 2020
TrustCo Bank Corp NY
(Exact name of registrant as specified in its charter)
| New York | 0-10592 | 14-1630287 |
|---|---|---|
| State or Other Jurisdiction of Incorporation or Organization | Commission File No. | I.R.S. Employer Identification<br><br> <br>Number |
5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302
(Address of principal executive offices)
(518) 377-3311
(Registrant’s Telephone Number,
Including Area Code)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value | TRST | Nasdaq Global Select Market |
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. ☐
TrustCo Bank Corp NY
| Item 8.01. | Other Events |
|---|
A press release was issued on April 16, 2020 announcing that the Company has temporarily suspended its 1,000,000 or 1% share repurchase program as of the close of business April 16, 2020. Attached is a copy of the press release labeled as Exhibit 99(a).
| Item 9.01. | Financial Statements and Exhibits |
|---|
(c) Exhibits
| Reg S-K Exhibit No. | Description |
|---|---|
| 99(a) | Press release dated April 16, 2020 announcing that Company has temporarily suspended its share repurchase program. |
| 104 | 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: April 16, 2020
| TrustCo Bank Corp NY | |
|---|---|
| (Registrant) | |
| By: | /s/ Michael M. Ozimek |
| Michael M. Ozimek | |
| Executive Vice President and | |
| Chief Financial Officer |
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Exhibit 99(a)
News Release
5 Sarnowski Drive, Glenville, New York, 12302
| Subsidiary: Trustco Bank | NASDAQ -- TRST |
|---|---|
| Contact: | Robert Leonard |
| --- | --- |
Executive Vice President and
Chief Risk Officer
(518) 381-3693
TRUSTCO BANK CORP NY
SUSPENDS STOCK REPURCHASE PLAN
FOR IMMEDIATE RELEASE
Glenville, New York – April 16, 2020.
TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) today announced that the Company has chosen to suspend the stock repurchase program where TrustCo may repurchase up to 1,000,000 shares of its common stock, or approximately 1% of its current outstanding shares.
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.
The Company repurchased 489,000 shares of common stock during the first quarter of 2020
for an aggregate purchase price of approximately $3.5 million under its repurchase program.
About TrustCo Bank Corp NY
TrustCo Bank Corp NY is a $5.2 billion savings and loan holding company and through its subsidiary, Trustco Bank, operates 148 offices in New York, New Jersey, Vermont, Massachusetts, and Florida.
The common shares of TrustCo are traded on the NASDAQ Global Select Market under the symbol TRST.
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. 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.