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 7, 2012
FAIRMOUNT BANCORP, INC.
(Exact name of Registrant as Specified in Charter)
| Maryland | 000-53996 | 27-1783911 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
8216 Philadelphia Road, Baltimore, MD 21237
(Address of Principal Executive Offices)
(410) 866-4500
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)) |
| Item 7.01 | Regulation FD Disclosure |
On September 7, 2012, the Registrant issued a press release announcing the approval by its Board of Directors of a stock repurchase program. A copy of the related press release, dated September 7, 2012, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (c) | Exhibits. |
| 99.1 | Press Release dated September 7, 2012 – furnished pursuant to Item 7.01 as part of this Current Report on Form 8-K and is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. |
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.
| FAIRMOUNT BANCORP, INC. | ||||||
| DATE: September 7, 2012 | By: | /s/ Joseph M. Solomon | ||||
| Joseph M. Solomon | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
| FOR IMMEDIATE RELEASE | CONTACT: | Joseph M. Solomon | ||
| President and CEO | ||||
| (410) 866-4500 |
FAIRMOUNT BANCORP APPROVES PLAN TO BUY BACK COMMON STOCK
BALTIMORE, MD (September 7, 2012) – Fairmount Bancorp, Inc. (OTCBB: FMTB) (the “Company”) today announced its intent to repurchase up to 25,000 shares of the Company’s common stock. The repurchase program is equal to approximately 5% of total shares outstanding.
The Company intends to repurchase its shares from time to time at then prevailing prices in the open market, in block transactions, in unsolicited privately negotiated transactions, under a Rule 10b-5(1) Repurchase Plan with Stifel, Nicolaus & Company, Incorporated, or in such other manner as will comply with applicable laws and regulations.
The repurchase program will be dependent upon market conditions, and there is no guarantee as to the exact number of shares to be repurchased by the Company. The repurchase program will occur over a period of up to six months beginning September 10, 2012, as a means of further enhancing stockholder value.
Joseph M. Solomon, President and Chief Executive Officer of the Company, stated, “Our strong capital position provides us the flexibility to repurchase these shares as a capital management strategy to maximize stockholder value.”
Fairmount Bancorp, Inc.
Fairmount Bancorp, Inc. was incorporated on November 30, 2009, to serve as the holding company for Fairmount Bank. On June 2, 2010, the Bank converted from a federal mutual savings bank to a federal stock savings bank and became the wholly owned subsidiary of Fairmount. The Company’s principal business activity is the ownership of the outstanding shares of common stock of the Bank.
Fairmount Bank
Fairmount Bank is a federally-chartered savings bank located in the Rosedale section of Baltimore County, Maryland, originally founded in 1879. Fairmount Bank has operated as a community-oriented institution by offering a variety of loan and deposit products and serving other financial needs of its local community. Fairmount Bank takes its corporate citizenship seriously and is committed to meeting the credit needs of the community, consistent with safe and sound operations.
Fairmount Bank has two offices located in Baltimore County, Maryland. Fairmount Bank is regulated by the Office of the Comptroller of the Currency, and its deposits are insured up to applicable legal limits by the Federal Deposit Insurance Corporation. Fairmount Bank is a member of the Federal Home Loan Bank System.
Fairmount Bank has been, and continues to be, a community-oriented savings institution offering a variety of financial products and services to meet the needs of the communities it serves. Fairmount Bank delivers personalized service and responds promptly to customer needs and inquiries. Fairmount Bank believes that its community orientation is attractive to its customers and distinguishes it from larger banks that operate in its market area.
Information contained in this press release, other than historical information, may be considered forward-looking in nature and is subject to various risk, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on the Company’s operating results, performance or financial condition are competition and the demand for the Company’s products and services, and other factors as set forth in filings with the Securities and Exchange Commission.
2