UNITED STATES
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): November 20, 2019
CB FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
| Pennsylvania | 001-36706 | 51-0534721 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 100 North Market Street, Carmichaels, Pennsylvania | 15320 |
| (Address of Principal Executive Offices) | (Zip Code) |
(724) 966-5041
(Registrant's telephone number, including area code)
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: | ||
| [ ] | 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)) | |
Securities registered pursuant to Section 12(b) of the Act:
| Common stock, par value $0.4167 per share | CBFV | The Nasdaq Stock Market, LLC |
| (Title of each class) | (Trading symbol) | (Name of each exchange on which registered) |
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). [ X ]
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 standard provided pursuant to Section 13(a) of the Exchange Act. [ X ]
Item 8.01. Other Events.
On November 20, 2019, the Board of Directors of CB Financial Services, Inc. (the “Company”) authorized the repurchase of up to $5 million of the Company’s outstanding common stock, which represents approximately 3.2% of the outstanding shares based on the Company’s closing stock price on November 19, 2019. The Company intends to conduct any repurchases through open market transactions (which may be by means of a trading plan adopted under SEC Rule 10b5-1) or in privately negotiated transactions, subject to market conditions and other factors. There is no guarantee as to the exact number of shares that the Company may repurchase. The repurchase authorization is effective November 25, 2019 and authorized through November 24, 2020. In addition, the Company announced that its Board of Directors declared a cash dividend on the Company’s outstanding shares of common stock. The dividend of $0.24 per share will be paid on or about December 16, 2019 to stockholders of record as of the close of business on December 6, 2019. For additional information, reference is made to the Company’s press release dated November 20, 2019, which is attached hereto as an exhibit and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Number Description 99.1 Press Release dated November 20, 2019
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.
| CB FINANCIAL SERVICES, INC. | ||
| Date: November 20, 2019 | By: | /s/ Jamie L. Prah |
| Jamie L. Prah | ||
| Executive Vice President and Chief Financial Officer | ||
EXHIBIT 99.1
CB Financial Services, Inc. Authorizes Stock Repurchase Program and Declares Quarterly Cash Dividend
WASHINGTON, Pa., Nov. 20, 2019 (GLOBE NEWSWIRE) -- CB Financial Services, Inc. (the “Company”) (NASDAQ: CBFV), the holding company for Community Bank, announced today that its Board of Directors has authorized a program to repurchase up to $5 million of the Company’s outstanding common stock, which represents approximately 3.2% of the outstanding shares based on the Company’s closing stock price on November 19, 2019. The program is effective November 25, 2019 and authorized through November 24, 2020.
Repurchases may be transacted in the open-market or in negotiated private transactions and will be conducted pursuant to a trading plan adopted in accordance with limitations set forth in Rule 10b5-1 of the Securities and Exchange Commission. The Rule 10b5-1 repurchase plan allows the Company to repurchase its shares during periods when it would normally not be active in the market due to its internal trading blackout period. 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 various factors, including but not limited to, the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. 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.
The Company also announced that its Board of Directors has declared a $0.24 quarterly cash dividend per outstanding share of common stock. The dividend will be paid on or about December 16, 2019 to stockholders of record as of the close of business on December 6, 2019.
“In addition to continuing our solid quarterly dividend, we are excited to announce our first stock repurchase program in our commitment to optimize capital and provide an additional avenue to increase stockholder value,” noted Patrick G. O’Brien, President and Chief Executive Officer. “After payment of the dividend and completion of the stock repurchase program, our capital ratios will continue to be very strong with sufficient capital to support organic growth and regular dividends.”
About CB Financial Services, Inc.
CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank located in Washington, Pennsylvania. Community Bank operates twenty offices in Greene, Allegheny, Washington, Fayette, and Westmoreland Counties in southwestern Pennsylvania, seven offices in Brooke, Marshall, Ohio, Upshur and Wetzel Counties in West Virginia, and one office in Belmont County in Ohio. Community Bank offers a broad array of retail and commercial lending and deposit services and provides commercial and personal insurance brokerage services through Exchange Underwriters, Inc., its wholly owned subsidiary.
For more information about CB Financial Services, Inc. and Community Bank, visit our website at www.communitybank.tv.
Forward-Looking Statements
This press release contains certain forward-looking statements about the stock repurchase program. 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 verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in completing the proposed repurchase program, changes in the interest rate environment, changes in the market price of the Company’s common stock, changes in the general economic conditions, legislative and regulatory changes that adversely affect the business of the Company and Community Bank, changes in the securities markets, and other factors disclosed in the Company’s periodic filings with the Securities and Exchange Commission.
Contact:
Patrick G. O’Brien
President and Chief Executive Officer
Phone: (724) 225-2400
Fax: (724) 225-4903