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Section 1: 8-K (8-K)

8-K

 

 

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): September 5, 2018

 

 

Randolph Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Massachusetts   001-37780   81-1844402

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number

10 Cabot Place, Stoughton, Massachusetts 02072

(Address of principal executive offices)

(781) 963-2100

(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:

 

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  ☒

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 September 5, 2018, Randolph Bancorp, Inc. (the “Company”) announced that its Board of Directors has extended its share repurchase program, which was scheduled to expire on September 14, 2018, to September 14, 2019. Under the share repurchase program, the Company may repurchase up to 586,854 shares, or approximately 10 percent of its current outstanding shares. There remain 539,254 shares, or approximately 9.0 percent of the Company’s current outstanding shares, approved for repurchase under the previously adopted program

A copy of the press release announcing the share repurchase program is attached as Exhibit 99.1 hereto.

 

Item 9.01

Financial Statements and Exhibits

 

  (d)

Exhibits

 

Number

  

Description

99.1    Press release dated September 5, 2018


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

 

Randolph Bancorp, Inc.
By:   /s/ James P. McDonough
  James P. McDonough
  President and Chief Executive Officer

Date: September 5, 2018

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO

10 Cabot Place, Stoughton, MA 02072

 

News Release   
For Immediate Release    For More Information, Contact:
September 5, 2018    Michael K. Devlin, Executive Vice President and
   Chief Financial Officer (617-925-1961)
   mdevlin@envisionbank.com

Randolph Bancorp, Inc. Extends Share Repurchase Program

STOUGHTON, Massachusetts, September 5, 2018 – Randolph Bancorp, Inc. (the “Company”) (NASDAQ Global Market: RNDB) announced today that its Board of Directors has extended its share repurchase program which was scheduled to expire on September 14, 2018. There remain 539,254 shares, or approximately 9.0 percent of the Company’s current outstanding shares, approved for repurchase under the previously adopted program.

Repurchases under this program may be made in open market or in privately negotiated transactions and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. Any repurchased shares will be held by the Company as authorized but unissued shares. The repurchase program may be suspended or terminated at any time without prior notice, and it will expire on September 14, 2019. The repurchase program does not obligate the Company to purchase any particular number of shares.

About Randolph Bancorp, Inc.

Randolph Bancorp, Inc. is the holding company for Envision Bank and its Envision Mortgage Division. Envision Bank is a full-service community bank with six retail branch locations, four loan production offices and loan operations centers in Andover, North Attleboro and Stoughton, Massachusetts serving homeowners throughout Massachusetts, southern New Hampshire and Rhode Island.

Forward-Looking Statements

Certain statements contained in this press release that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. The Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among others, the risk factors 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. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

 

877-963-2100 ● www.envisionbank.com

   Member FDIC ●         

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