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 30, 2013 (September 26, 2013)
WAYNE SAVINGS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-23433 | 31-1557791 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer |
| Identification No.) | ||
| 151 N. Market St., Wooster, Ohio | 44691 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (330) 264-5767
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)) |
| Item 5.03 | Amendment of By-laws |
At a meeting on September 26, 2013 the Board of Directors of Wayne Savings Bancshares, Inc. (the “Company”) amended the Company’s Bylaws to add Article II, section 11, to address disqualifying personal financial conflict. This summary is qualified in its entirety by reference to the copy of Article II, section 11 filed with this Form 8-K Current Report as exhibit 3.2.1, which exhibit is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On September 30, 2013, Wayne Savings Bancshares, Inc. (the “Company”) issued a press release announcing a cash dividend of $.08 per share on the Company’s common stock for the quarter ending September 30, 2013, and announcing that its Board of Directors had adopted a new stock repurchase program. The new stock repurchase program authorizes the Company to repurchase up to 72,150 shares of the Company’s common stock. The shares authorized for repurchase under the program equate to approximately 2.5% of the Company’s issued and outstanding shares of common stock. This new stock repurchase program is in addition to a program authorized in June, 2012 of which 32,092 shares are remaining to be repurchased. As of September 30, 2013, the Company had approximately 2,885,999 shares of common stock outstanding. The stock repurchase program may be limited or terminated at any time without prior notice. Under the stock repurchase program, the Company may acquire shares of its common stock in the open market or in any private transaction, from time-to-time and in accordance with applicable laws, rules and regulations. A copy of the press release dated September 30, 2013 is attached as Exhibit 99.1 to this report. The press release is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.
| Item 8.01 | Other Events |
On September 26, 2013, the Board of Directors of the Company adopted Director Stock Ownership Guidelines consistent with emerging corporate governance trends to more closely align the directors’ personal financial interests with the interests of stockholders. A copy of the Director Stock Ownership Guidelines is included on the Company's web site at www.investors.waynesavings.com, under the Investor Relations tab (Governance Documents).
| Item 9.01(d) | Exhibits |
| Exhibit Number | Description |
| 3.2.1 | Bylaws of Wayne Savings Bancshares, Inc., Article II, section 11 |
| 99.1 | Press Release Dated September 30, 2013 concerning the declaration of a quarterly cash dividend and the adoption of a new stock repurchase program. |
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.
| WAYNE SAVINGS BANCSHARES, INC. | |
| Date: September 30, 2013 | /s/ H. Stewart Fitz Gibbon III |
| H. Stewart Fitz Gibbon III | |
| Executive Vice President | |
| Chief Operating Officer | |
| Chief Risk Officer | |
| Secretary and Treasurer |
Exhibit 3.2.1
Amendment of Article II, adding the following section 11 [amendment adopted by the Board of Directors on September 26, 2013]:
SECTION 11. DISQUALIFYING PERSONAL FINANCIAL CONFLICT.
No individual shall qualify for service or continued service as a director of the Corporation if he or she is or becomes a party to any compensatory, payment, or other financial agreement, arrangement or understanding with a third person or entity other than the Corporation (or a wholly owned subsidiary of the Corporation), or has received or anticipates receiving any such compensation or other payment from a third person or entity other than the Corporation (or a wholly owned subsidiary of the Corporation), in each case in connection with candidacy or service as a director of the Corporation; provided that agreements providing only for indemnification and/or reimbursement of out-of-pocket expenses in connection with candidacy as a director (but not, for the avoidance of doubt, in connection with service as a director) shall not be disqualifying under this provision, and provided further that a compensatory, payment, or other financial agreement, arrangement, or understanding that an individual has with a third person or entity other than the Corporation shall not be disqualifying under this provision if the compensatory, payment, or other financial agreement, arrangement, or understanding – (x) was not or is not entered into in contemplation of or on account of the third person’s or entity’s investment in the Corporation or the individual’s candidacy or service as a director of the Corporation, and (y) does not give to the individual a personal financial incentive that could affect his or her service as a director, other than financial incentives that are shared by all directors of the Corporation in their role as directors and other than financial incentives as a stockholder that are shared by all stockholders of the Corporation.
Exhibit 99.1
WAYNE SAVINGS BANCSHARES, INC. DECLARES QUARTERLY DIVIDEND AND ADOPTION OF STOCK REPURCHASE PROGRAM
Wooster, Ohio (September 30, 2013) – Wayne Savings Bancshares, Inc. (NASDAQ:WAYN), the (the “Company”), the holding company parent of Wayne Savings Community Bank (the “Bank”), has declared a cash dividend of $0.08 per share of the Company’s common stock for the quarter ending September 30, 2013. This represents an annualized dividend of $.32 per share. The quarterly cash dividend will be paid on October 30, 2013 to stockholders of record as of October 16, 2013.
Wayne Savings Bancshares, Inc. (NASDAQ: WAYN) (the “Company”), the holding company parent of Wayne Savings Community Bank (the “Bank”), also announced today that its Board of Directors has adopted a new stock repurchase program. Under the new stock repurchase program, the Company is authorized to repurchase up to 72,150 shares, or 2.5% of its issued and outstanding shares of common stock. This new stock repurchase program is in addition to a program authorized in June, 2012, of which 32,092 shares are remaining to be repurchased. The stock repurchase program may be limited or terminated at any time without prior notice.
Under the stock repurchase program, the Company may acquire shares of its common stock in the open market or in any private transaction, from time-to-time and in accordance with applicable laws, rules and regulations. The timing and extent to which the Company repurchases its shares will depend upon management’s assessment of market conditions and other corporate considerations as may be considered in the Company’s sole discretion.
Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc., has eleven full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, and Creston, Ohio.
Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. Factors which could result in material variations include, but are not limited to, changes in interest rates which could affect net interest margins and net interest income, competitive factors which could affect net interest income and noninterest income, changes in demand for loans, deposits and other financial services in the Company's market area; changes in asset quality, general economic conditions as well as other factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
Contact:
Wayne Savings Bancshares, Inc.
H. Stewart Fitz Gibbon III
Executive Vice President, Chief Operating
Officer, Chief Risk Officer, Corporate
Secretary and Treasurer
330-264-5767