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Section 1: 8-K (8-K)

Document


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): November 17, 2017

WESTBURY BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)

Maryland
 
001-35871

 
46-1834307
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)

200 South Main Street, West Bend, Wisconsin
 
53095
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:    (262) 334-5563

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):

[ ] 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))





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     [X]
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.    [ ]    







Item 8.01.
Other Events.

On November 17, 2017, Westbury Bancorp, Inc. (the “Company”) announced that its Board of Directors had authorized a stock repurchase program pursuant to which the Company intends to purchase 388,037 shares of its issued and outstanding common stock, which represents approximately 10% of its issued and outstanding shares of common stock as of the date hereof. The repurchase program will commence on or about November 17, 2017. The timing of the purchases will depend on certain factors, including, but not limited to, market conditions and prices, available funds and alternative uses of capital. The stock repurchase program may be carried out in accordance with Securities and Exchange Commission Rule 10b-18 through open-market purchases, block trades, negotiated private transactions and pursuant to a trading plan that may be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. Any repurchased shares will be held by the Company as authorized but unissued shares.
In connection with the authorization of this stock repurchase program, the Board of Directors of the Company announced the termination of the Company’s existing stock repurchase program, which had authorized the Company to purchase up to 422,906 shares of its issued and outstanding common stock. The Company purchased a total of 389,780 shares of its common stock under this stock repurchase program.
A copy of the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.
 
 
(a)
Financial Statements of Businesses Acquired. Not applicable.
 
 
(b)
Pro Forma Financial Information. Not applicable.
 
 
(c)
Shell Company Transactions. None.
 
 
(d)
Exhibits.
 
99.1   Press release dated November 17,2017







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.


 
 
WESTBURY BANCORP, INC.



DATE: November 17. 2017
By:
/s/ Kirk J. Emerich
 
 
Kirk J. Emerich
 
 
Executive Vice President and Chief Financial Officer




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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


391166508_earningsrelease01a01a04.jpg
PRESS RELEASE

Westbury Bancorp, Inc.
200 South Main Street
West Bend, Wisconsin 53095

For Additional Information Contact:
Kirk J. Emerich, Executive Vice President and Chief Financial Officer
(262) 334-5563

WESTBURY BANCORP, INC.
ANNOUNCES SIXTH STOCK REPURCHASE PROGRAM

West Bend, Wisconsin, November 17, 2017 (GlobeNewswire). Westbury Bancorp, Inc. (OTCQX: WBBW) announced that on November 15, 2017, its Board of Directors authorized a stock repurchase program pursuant to which the Company intends to purchase up to 388,037 of its issued and outstanding shares, representing approximately 10% of its issued and outstanding shares of common stock as of the date hereof. The repurchase program will commence on or about November 17, 2017. The program is the sixth repurchase program approved by the Board of Directors. In connection with the authorization of this stock repurchase program, the Board of Directors of the Company announced that the Company’s existing stock repurchase program, which was approved in February 2016 and had authorized the Company to purchase up to 422,906 shares of its issued and outstanding common stock, had been terminated. The Company had purchased 389,780 shares under the existing plan. The Company has purchased a total of 1,507,132 shares under the five previous programs. The timing of the purchases under the newly adopted program will depend on certain factors, including, but not limited to, market conditions and prices, available funds and alternative uses of capital. The new stock repurchase program may be carried out in accordance with Securities and Exchange Commission Rule 10b-18 through open-market purchases, block trades, negotiated private transactions and pursuant to a trading plan that will be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. Any repurchased shares will be treated as authorized but unissued by the Company.






About Westbury Bancorp, Inc.

Westbury Bancorp, Inc. is the holding company for Westbury Bank. Westbury Bank is a federally chartered savings bank with approximately $780 million in assets headquartered in West Bend, Wisconsin. Westbury Bank serves communities in Washington, Waukesha, Dane and Outagamie counties through its eight full service offices and two loan production offices, providing deposit and loan services to individuals, professionals and businesses throughout its markets. Additional information about Westbury Bank is available at www.westburybankwi.com.

Information Regarding Forward-Looking Statements

Information contained in this press release may be considered forward-looking in nature as defined by the Private Securities Litigation Reform Act of 1995 and is subject to various risks, uncertainties, and assumptions. Such forward-looking statements in this release are inherently subject to many uncertainties arising in the Company's operations and business environment. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on the Company’s operating results, performance or financial condition are competition, the demand for the Company’s products and services, the Company's ability to maintain current deposit and loan levels at current interest rates, deteriorating credit quality, including changes in the interest rate environment reducing interest margins, changes in prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions, the Company's ability to maintain required capital levels and adequate sources of funding and liquidity, the Company's ability to secure confidential information through the use of computer systems and telecommunications networks, and other factors as set forth in filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.
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