8-K

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): May 1, 2017

HOPFED BANCORP, INC.

(Exact name of Registrant as Specified in Charter)

Delaware	0-23667	61-1322555
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4155 Lafayette Road, Hopkinsville, Kentucky 42240

(Address of Principal Executive Offices)

(270) 885-1171

Registrant’s telephone number, including area code

(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 7.01 Regulation FD Disclosure

On May 1, 2017, The Stilwell Group (“Stilwell”) filed an amended Schedule 13D to report communication with the Board of Directors and stockholders of the Company. In the letter, Stilwell alleges that outside interests of John Peck, the Company’s President and Chief Executive Officer, have interfered with his obligations to manage the Company.

A copy of Company’s response to Stilwell’s letter, dated May 1, 2017, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1 Letter to Stilwell dated May 1, 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.

	HOPFED BANCORP, INC.
Dated: May 2, 2017		By:	/s/ Michael L. Woolfolk
			Michael L. Woolfolk
			Executive Vice President, Chief Operations Officer and Secretary

EX-99.1

Exhibit 99.1

May 1, 2017

Ms. Megan Parisi

The Stilwell Group

111 Broadway, 12^th Floor

New York, NY 10006

Dear Ms. Parisi:

At our April 26, 2017 meeting, you and Ms. Borrack presented to Greg Carter, outside legal counsel to HopFed Bancorp, Inc. (“HopFed” or the “Company”), and me, as Chairman of HopFed’s Board of Directors, a draft of your May 1, 2017 letter, now attached as an exhibit to the amended Schedule 13D, filed with the SEC on May 1, 2017, by Joseph Stilwell and affiliates identified in the statement (collectively, “The Stilwell Group”).

The Board of Directors of the Company held a special meeting on April 28, 2017, and authorized the attached reply, dated April 30, 2017, to your allegations concerning HopFed’s President and Chief Executive Officer.

As stated in that letter, the Board of Directors will update your legal counsel on the findings of our Special Litigation Committee when appropriate.

Very truly yours,

/s/ Harry J. Dempsey, MD

Harry J. Dempsey, MD

Chairman of the Board

Attachment

cc: George M. Carter, Esq.

Edward B. Crosland, Jr.

Thomas J. Fleming, Esq.

	201 ST. CHARLES AVENUE NEW ORLEANS, LOUISIANA 70170-5100 504-582-8000 FAX 504-582-8583 www.joneswalker.com
	Robert B. Bieck, Jr. Admitted in Louisiana, Texas, and the District of Columbia Direct Dial: 504-582-8202 Direct Fax: 504-589-8202 rbieck@joneswalker.com

April 30, 2017

Via E-mail (tfleming@olshanlaw.com)

Thomas J. Fleming, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, NY 10019

Re: HopFed Bancorp., Inc.

Dear Mr. Fleming:

The Board of Directors of HopFed Bancorp, Inc. held a meeting to discuss the shareholder demand made in your client’s letter dated May 1, 2017 and in the April 26, 2017 meeting with Dr. Joseph Dempsey and Greg Carter. The Board determined that your client’s demand calls for the formation of a Special Litigation Committee (the “SLC”) to investigate the allegations made in your client’s May 1 letter. The Board is now in the process of forming an SLC and once constituted the SLC will conduct its investigation in accordance with Delaware law. We will update you on the findings of the SLC when appropriate.

Very truly yours,

/s/ Robert B. Bieck, Jr.

Robert B. Bieck, Jr.

cc: Edward B. Crosland, Jr., Esq.

Alexander N. Breckinridge, V, Esq.

George M. Carter, Esq.

JONES WALKER LLP

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