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): December 14, 2015
WOLVERINE BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland |
001-35034 |
27-39390161 | ||
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(State or Other Jurisdiction Identification No.) |
(Commission File No.) |
(I.R.S. Employer of Incorporation) |
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5710 Eastman Avenue, Midland, Michigan |
48640 | |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number, including area code: (989) 631-4280
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 December 14, 2015, the Board of Directors of Wolverine Bancorp, Inc. (the “Company”) declared a special cash dividend on the Company’s common stock of $1.00 per share. The dividend will be payable to stockholders of record as of December 30, 2015 and is expected to be paid on or about January 8, 2016.
A copy of the press release dated December 16, 2015 giving details associated with the dividend is attached as Exhibit 99 to this report.
Item 8.01. Other Events.
On December 14, 2015, the Board of Directors of the Company authorized the expansion of its stock repurchase program pursuant to which the Company intends to repurchase up to 5% of its issued and outstanding shares, or up to approximately 107,647 shares. The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. To date, the Company has repurchased 426,912 shares of its common stock.
A copy of the press release dated December 16, 2015 giving details associated with the stock repurchase is attached as Exhibit 99 to this report.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired. | Not Applicable. |
| (b) | Pro Forma Financial Information. | Not Applicable. |
| (c) | Shell Company Transactions. | Not Applicable. |
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(d) |
Exhibits. |
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Exhibit No. |
Description |
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99 |
Press Release, dated December 16, 2015 |
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.
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WOLVERINE BANCORP, INC. |
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DATE: December 16, 2015 |
By: |
/s/ Rick A. Rosinski |
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Rick A. Rosinski |
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Chief Operating Officer |
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Exhibit 99
Section 2: EX-99 (PRESS RELEASE)
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: David H. Dunn
President and Chief Executive Officer
(989) 631-4280
Wolverine Bancorp, Inc. Announces a Special Dividend Payment to Stockholders and Expansion of Stock Repurchase Plan
Midland, Michigan, December 16, 2015. Wolverine Bancorp, Inc. (the “Company”) (Nasdaq: WBKC), the holding company for Wolverine Bank, announced today that its Board of Directors has declared a special cash dividend of $1.00 per share on the Company’s common stock. The dividend will be payable to stockholders of record as of December 30, 2015, and is expected to be paid on or about January 8, 2016.
The Company also announced that the Board of Directors has authorized an expansion of its stock repurchase program pursuant to which the Company intends to repurchase up to 5% of its issued and outstanding shares, or up to approximately 107,647 shares. The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. To date, Wolverine Bancorp has repurchased 426,912 shares and has 51,248 shares remaining to repurchase in the current repurchase plan.
Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.
The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any particular number of shares, and there is no guarantee as to the exact number of shares to be repurchased by the Company.
About Wolverine Bancorp, Inc, and Wolverine Bank
Wolverine Bancorp, Inc. is the parent company of Wolverine Bank. Wolverine Bank, a federally chartered, FDIC-insured savings bank, was organized in 1933. The Bank is headquartered in Midland, Michigan and provides financial services to individuals, families and businesses in the Great Lakes Bay Region of Michigan and beyond through two banking offices located in Midland, Michigan, the Midland County Seat, and a banking office located in Frankenmuth, Michigan, in neighboring Saginaw County.
Certain statements herein constitute “forward-looking statements” and actual results may differ from those contemplated by these statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verb such as “will,” “would,” “should,” “could” or may.” Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the businesses in which Wolverine Bancorp, Inc. is engaged and changes in the securities market. The Company disclaims any intent or obligation to update any forward-looking statements, whether in response to new information, future events or otherwise.