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) May 4, 2020
Civista Bancshares, Inc.
(Exact name of Registrant as specified in its charter)
Ohio | 001-36192 | 34-1558688 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870
(Address of principle executive offices)
Registrants telephone number, including area code: (419) 625-4121
N/A
(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)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common | CIVB | NASDAQ Capital Market |
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 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 8.01. Other Events.
On May 4, the Board of Directors of Civista Bancshares, Inc., Sandusky, Ohio announced the initiation of a stock repurchase program of a maximum aggregate value of thirteen million, five hundred thousand ($13,500,000) at such prices that management shall determine to be advantageous to Civista. A copy of the news release is included as exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed filed for any purpose.
Civista Bancshares, Inc. is a $2.6 billion financial holding company headquartered in Sandusky, Ohio and may be accessed at www.civb.com. The Companys common shares are traded on the NASDAQ Capital Market under the symbol CIVB.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibit 99.1 Press release announcing Share Repurchase Program dated May 4, 2020 |
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 thereunto duly authorized.
Civista Bancshares, Inc. | ||||||
(Registrant) | ||||||
Date: May 4, 2020 | /s/ Todd A. Michel | |||||
Todd A. Michel, | ||||||
Senior Vice President and Controller |
Exhibit 99.1
Civista Bancshares, Inc. Announces Share Repurchase Program
Sandusky, Ohio, May 4, 2020 /PRNewswire/ Civista Bancshares, Inc. (NASDAQ:CIVB) (Civista) today announced that the Board of Directors has approved a stock repurchase program for Civista. The program authorizes the repurchase by Civista of a maximum aggregate value of thirteen million, five hundred thousand ($13,500,000) at such prices that management shall determine to be advantageous to Civista. This authorization to repurchase shares will continue until April 20, 2021.
Dennis G. Shaffer, Civistas President and CEO commented, We remain committed to our strategy of growing our franchise. Given the COVID-19 situation, I think it is more important than ever to understand current market conditions and the potential impact on the company. Provided we have a level of comfort, the repurchase program will allow us to be opportunistic and further deliver value to our shareholders.
Under the share repurchase program, shares may be repurchased from time to time in the open market or through negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. The Boards action authorizes Civista to execute one or more 10b5-1 trading plans. The trading plans would allow Civista to repurchase shares of its common stock at times when it otherwise might be prevented from doing so under insider trading laws by requiring that an agent selected by Civista repurchase shares of common stock on Civistas behalf.
There is no guarantee as to the exact number or value of shares that will be repurchased by Civista, and Civista may discontinue repurchases at any time that management determines additional repurchases are not warranted. The timing and amount of share repurchases under the stock repurchase program will depend on a number of factors, including Civistas stock price performance, ongoing capital planning considerations, general market conditions, and applicable legal requirements.
Forward Looking Statements
This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Civista. For these statements, Civista claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Civista, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on managements expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as anticipate, estimate, project, intend, plan, believe, will and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.
Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Civista reports filed with the Securities and Exchange Commission, including those described in Item 1A Risk Factors of Part I of Civistas Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and any additional risks identified in the Companys subsequent Form 10-Qs. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Civista does not undertake, and specifically disclaims any obligation, to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
Civista Bancshares, Inc. is a $2.6 billion financial holding company headquartered in Sandusky, Ohio. The Companys banking subsidiary, Civista Bank, operates 37 locations in Northern, Central and Southwestern Ohio, Southeastern Indiana and Northern Kentucky. Civista Bancshares, Inc. may be accessed at HUwww.civb.comUH. The Companys common shares are traded on the NASDAQ Capital Market under the symbol CIVB.
For additional information, contact:
Dennis G. Shaffer
President and CEO
Civista Bancshares, Inc.
888-645-4121