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Section 1: 8-K

Richmond Mutual Bancorporation, Inc. - Form 8-K SEC filing
0001767837 false 0001767837 2020-07-08 2020-07-08

 

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): July 8, 2020

Richmond Mutual Bancorporation, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-38956 

 

36-4926041

(State or other jurisdiction of incorporation)

 

(Commission File No.)

 

(IRS Employer Identification No.)

 

31 North 9th Street, Richmond, Indiana

 

47374

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code: (765) 962-2581

 

(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, par value $0.01 per share

RMBI

The NASDAQ Stock Market LLC

 

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 July 8, 2020, Richmond Mutual Bancorporation, Inc. (the “Company”), the parent company of First Bank Richmond, issued a press release announcing that its Board of Directors (the “Board”) authorized a stock repurchase program for up to 676,331 shares, or approximately 5% of its currently outstanding shares.  Under the stock repurchase program, which will expire on July 8, 2021 unless completed sooner, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The repurchase program does not obligate the Company to purchase any particular number of shares.

 

The Board also authorized management to enter into a trading plan with Keefe, Bruyette & Woods, Inc. in accordance with Rule 10b5-1 of the Exchange Act, to facilitate repurchases of its common stock pursuant to the above-mentioned stock repurchase program (the “Rule 10b5-1 plan”). A copy of the press release is attached to this Current Report as Exhibit 99.1 and incorporated herein by reference.

 

The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in the Rule 10b5-1 plan, price, general business and market conditions, and alternative investment opportunities.  Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

 

This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant to any Rule 10b5-1 trading plans or otherwise. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the Nasdaq Stock Market; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company.  The Company does not undertake to update any forward-looking statements or information, including those contained in this report.

 

A copy of the press release in filed with this report and incorporated herein by reference.

 

Item 9.01.Financial Statements and Other Exhibits 

 

(d)Exhibits 

 

99.1Press Release dated July 8, 2020  




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.

 

 

RICHMOND MUTUAL BANCORPORATION, INC.

 

 

 

 

Date: July 8, 2020

By:

/s/Donald A. Benziger

 

 

 

Donald A. Benziger

 

 

 

Executive Vice President and CFO

 


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Section 2: EX-99 (EXHIBIT 99.1 -- PRESS RELEASE DATED JULY 8, 2020)

Exhibit 99.1

For Immediate Release

Date: July 8, 2020For Information Contact: 

Donald A. Benziger, Executive Vice President and CFO

(765) 973-4299

 

 

RICHMOND MUTUAL BANCORPORATION, INC.

ANNOUNCES STOCK REPURCHASE PROGRAM

 

 

Richmond, IN – July 8, 2020 – Richmond Mutual Bancorporation, Inc. (NASDAQ: RMBI) (the “Company”), the parent company of First Bank Richmond, today announced that its Board of Directors (the “Board”) approved a stock repurchase program under which the Company may repurchase up to 676,331 shares or 5% of its outstanding shares through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These shares will be purchased from time to time over a twelve-month period depending upon market conditions. 

 

The Board also authorized management to enter into a trading plan with Keefe, Bruyette & Woods, Inc. in accordance with Rule 10b5-1 of the Exchange Act, to facilitate repurchases of its common stock pursuant to the above mentioned stock repurchase program (the “Rule 10b5-1 plan”).  The Rule 10b5-1 plan allows the Company to repurchase shares at times when they might otherwise be prevented from doing so by securities laws or because of self-imposed trading blackout periods.  Under the Rule 10b5-1 plan, Keefe, Bruyette & Woods, Inc. will have the authority, subject to the prices, terms and limitations set forth in the Rule 10b5-1 plan, including compliance with Rule 10b-18 of the Exchange Act, to repurchase shares on the Company’s behalf. 

 

Garry Kleer, Chairman, President and Chief Executive Officer of the Company, indicated that the Board of Directors approved the repurchase program in view of the current price level of the Company’s common stock and the strong capital position of the Company’s subsidiary, First Bank Richmond.  Mr. Kleer stated:  “We believe that the repurchase of our shares represents an attractive investment opportunity that will benefit the Company and our stockholders.” 

 

The actual timing, number and value of shares repurchased under the stock repurchase program will depend on a number of factors, including constraints specified in the Rule 10b5-1 plan, price, general business and market conditions, and alternative investment opportunities.  The share repurchase program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time. 


 

About Richmond Mutual Bancorporation, Inc.

 

Richmond Mutual Bancorporation, Inc., headquartered in Richmond, Indiana, is the holding company for First Bank Richmond, a community-oriented financial institution offering traditional financial and trust services within its local communities through its eight locations in Richmond, Centerville, Cambridge City and Shelbyville, Indiana, its five locations in Sidney, Piqua and Troy, Ohio and its loan production office in Columbus, Ohio.  

 

Forward-Looking Statements

 

This press release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws, including information regarding purchases by the Company of its common stock pursuant to any Rule 10b5-1 trading plans or otherwise. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words or phrases "may," "believe," "will," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," "potential," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, but the absence of these words does not mean that a statement is not forward-looking.  By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the Nasdaq Stock Market; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake to update any forward-looking statements or information, including those contained in this report.

 

 

 

 

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