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Section 1: 8-K (CURRENT REPORT)

 

 

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): March 1, 2019

 


  

WESTERN NEW ENGLAND BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts
(State or other jurisdiction of
incorporation or organization)
  001-16767
(Commission
File Number)
  73-1627673
(I.R.S. Employer
Identification No.)

 

141 Elm Street

Westfield, Massachusetts 01085
(Address of principal executive offices, zip code)

 

Registrant's telephone number, including area code: (413) 568-1911

 

(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))

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 March 1, 2019, Western New England Bancorp, Inc. (the “Company”), the holding company for Westfield Bank, announced the completion of the Company’s stock repurchase program previously announced on February 2, 2017, which authorized the Company to repurchase a total of 3,047,000 shares, or approximately 10% of its outstanding common stock (the “2017 Plan”). On January 29, 2019, the Company’s Board of Directions authorized a new stock repurchase program, under which the Company may repurchase up to 2,814,200 shares, or 10% of its outstanding common stock, following completion of the 2017 Plan. 

Item 9.01.Financial Statements and Exhibits.

 

(a)  Not applicable.

 

(b)  Not applicable.

 

(c)  Not applicable.

 

(d)  Exhibits.

 

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

 

 

Exhibit

Number

  Description
     
99.1   Press Release, dated March 1, 2019

 

 
 

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.

 

  WESTERN NEW ENGLAND BANCORP, INC.
   
   
   
  By: /s/ Guida R. Sajdak  
    Guida R. Sajdak
    Chief Financial Officer

 

Dated: March 1, 2019

 

 

 

 

 

 

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Section 2: EX-99.1 (PRESS RELEASE)

 

Western New England Bancorp, Inc. 8-K

 

Exhibit 99.1

 

For further information contact:

James C. Hagan, President and CEO

Guida R. Sajdak, Executive Vice President and CFO

Meghan Hibner, Vice President and Investor Relations Officer

413-568-1911

 

 

WESTERN NEW ENGLAND BANCORP, INC.

 

Announces Completion of 2017 Repurchase Plan

 

Westfield, Massachusetts, March 1, 2019: Western New England Bancorp, Inc. (the “Company” or “WNEB”) (NasdaqGS: WNEB), the holding company for Westfield Bank (the “Bank”), announced that the Company has completed its current stock repurchase program (the “2017 Plan”), which was announced on February 2, 2017 and commenced on March 13, 2017.

 

The Company repurchased a total of 3,047,000 shares, or approximately 10% of its outstanding common stock, in connection with the 2017 Plan. On January 29, 2019, the Company announced that the Board of Directors authorized a new stock repurchase program pursuant to which the Company may repurchase up to 2.8 million shares of its common stock, or approximately 10% of the Company’s outstanding shares, upon the completion of the 2017 Plan.

 

Any purchases under the Company's stock repurchase program may be made periodically as permitted by securities laws and other legal requirements in the open market or in privately-negotiated transactions. The timing and amount of any repurchase of shares will be determined by the Company's management, based on its evaluation of market conditions and other factors. The stock repurchase program may be suspended at any time or from time-to-time without prior notice.

 

“The Board considers stock repurchases an attractive investment opportunity and a good use of excess capital that demonstrates our commitment to enhance shareholder value,” said James Hagan, President and Chief Executive Officer.

 

About Western New England Bancorp, Inc.

Western New England Bancorp, Inc. is a Massachusetts-chartered stock holding company and the parent company of Westfield Bank, CSB Colts, Inc., Elm Street Securities Corporation, WFD Securities, Inc. and WB Real Estate Holdings, LLC. Western New England Bancorp, Inc. and its subsidiaries are headquartered in Westfield, Massachusetts and operate 22 banking offices throughout western Massachusetts and northern Connecticut. To learn more, visit our website at www.westfieldbank.com.

 

Forward-Looking Statements

The Company wishes to caution readers not to place undue reliance on any such forward-looking statements contained in this press release, which speak only as of the date made. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017. The Company and the Bank do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

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