0001564590-14-004382.txt : 20141020 0001564590-14-004382.hdr.sgml : 20141020 20141020160023 ACCESSION NUMBER: 0001564590-14-004382 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141016 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141020 DATE AS OF CHANGE: 20141020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CenterState Banks, Inc. CENTRAL INDEX KEY: 0001102266 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 593606741 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32017 FILM NUMBER: 141164000 BUSINESS ADDRESS: STREET 1: 1101 FIRST ST. S. STREET 2: SUITE 202 CITY: WINTER HAVEN STATE: FL ZIP: 33880 BUSINESS PHONE: 8632932600 MAIL ADDRESS: STREET 1: 1101 FIRST ST. S. STREET 2: SUITE 202 CITY: WINTER HAVEN STATE: FL ZIP: 33880 FORMER COMPANY: FORMER CONFORMED NAME: CENTERSTATE BANKS OF FLORIDA INC DATE OF NAME CHANGE: 20000103 8-K 1 csfl-8k_20141016.htm 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) October 16, 2014

 

CENTERSTATE BANKS, INC.

(Exact name of registrant as specified in its charter)

 

 

Florida

 

000-32017

 

59-3606741

(State or other jurisdiction
of incorporation)

 

(Commission
file number)

 

(IRS employer
identification no.)

 

42745 U.S. Highway 27, Davenport, FL

 

33837

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code:   (863) 419-7750

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):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

Item 8.01

Other Events.

 

On October 16, 2014, the Board of Directors of CenterState Banks, Inc. authorized the repurchase of up to 2,000,000 shares of the Company’s outstanding common stock, subject to market conditions.  The repurchases will be made from time to time by the Company in the open market as conditions allow and the repurchase plan will be open for five years commencing on October 21, 2014 unless shortened or extended by the board of directors.  The stock repurchase program does not obligate the Company to repurchase any specified number of shares of its common stock.  The shares may be purchased in open market or negotiated transactions.  Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange and Commission and other applicable legal requirements.  The number, price and timing of the repurchases, if any, will be at the Company’s sole discretion and will depend on a number of factors, including market and economic conditions, liquidity needs and other factors and there is no assurance that the Company will purchase any shares under the program.  A copy of the Company’s October 20, 2014 news release, announcing the stock repurchase program, is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8‑K, the information in this Current Report on Form 8‑K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

Some of the statements in this report constitute forward-looking statements, within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements related to future events, other future financial and operating performance, costs, revenues, economic conditions in our markets, loan performance, credit risks, collateral values and credit conditions, or business strategies, including expansion and acquisition activities and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “potential,” or “continue” or the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should specifically consider the factors described throughout this report. We cannot assure you that future results, levels of activity, performance or goals will be achieved, and actual results may differ from those set forth in the forward looking statements.  Forward-looking statements, with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance or achievements of the Company or the Bank to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2013, and otherwise in our SEC reports and filings.

 

 

Item 9.01.

Exhibits.

(a)

Exhibits:

Exhibit 99.1       Press release dated October 20, 2014

 

 

 

 

 

 

 

 

 


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SIGNATURE

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.

 

 

 

CENTERSTATE BANKS, INC.

 

 

 

 

 

 

 

 

By:

/s/ James J. Antal

 

 

 

 

James J. Antal

 

 

 

 

Senior Vice President and

 

 

 

 

Chief Financial Officer

 

 

Date:October 20, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 EX-99.1 2 csfl-ex991_201410166.htm EX-99.1

 

FOR IMMEDIATE RELEASE

Exhibit 99.1

October 20, 2014

 

CenterState Banks, Inc.

Announces Board Approval of Stock Repurchase Program

 

DAVENPORT, FL. – October 20, 2014 - CenterState Banks, Inc. (NASDAQ: CSFL) announced today that on October 16, 2014 its Board of Directors has authorized, beginning on or after October 21, 2014, the purchase by the Company of up to 2,000,000 shares of the Company’s outstanding common stock.  The shares may be purchased from time to time in open market, or negotiated transactions in accordance with applicable regulations of the Securities and Exchange Commission and other legal requirement for a five year period commencing on October 21, 2014.  Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interest of both the Company and its shareholders, subject to the availability of shares, general market conditions, the trading price of the shares, and alternative uses for capital.  This stock repurchase program does not obligate the Company to acquire any specific number of shares and may be suspended or discontinued at any time.  At September 30, 2014, the Company had 45,208,836 shares of its common stock outstanding.

 

Ernest S. Pinner, Chairman, CEO and President stated that, “we continue to be optimistic about opportunities to deploy excess capital through both organic growth and M&A activity.  As stewards of our shareholders’ capital, however, this Repurchase Program provides one more capital management tool to give us the flexibility to take advantage of market volatility to enhance shareholder value.”

 

 

CenterState, headquartered in Davenport, Florida, between Orlando and Tampa, is a bank holding company that was formed in June 2000 as part of a merger of three independent commercial banks.  Currently, the Company operates through one subsidiary bank with 58 full service branch banking locations in 21 counties throughout Florida.  Through its subsidiary bank, the Company provides a range of consumer and commercial banking services to individuals, businesses and industries.  

 

In addition to providing traditional deposit and lending products and services to its commercial and retail customers in central Florida, the Company also operates a correspondent banking and bond sales division.  The division is integrated with and part of its subsidiary bank located in Winter Haven, Florida, although the majority of the bond salesmen, traders and operations personnel are physically housed in leased facilities located in Birmingham, Alabama, Atlanta, Georgia and Winston-Salem, North Carolina.  The customer base includes small to medium size financial institutions primarily located in Southeastern United States.

 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

Some of the statements in this report constitute forward-looking statements, within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements related to future events, other future financial and operating performance, costs, revenues, economic conditions in our markets, loan performance, credit risks, collateral values and credit conditions, or business strategies, including expansion and acquisition activities and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “potential,” or “continue” or the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should specifically consider the factors described throughout this report. We cannot assure you that future results, levels of activity, performance or goals will be achieved, and actual results may differ from those set forth in the forward looking statements.  Forward-looking statements, with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance or achievements of the Company or the Bank to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2013, and otherwise in our SEC reports and filings.