0000943374-20-000088.txt : 20200206 0000943374-20-000088.hdr.sgml : 20200206 20200206161804 ACCESSION NUMBER: 0000943374-20-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200131 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200206 DATE AS OF CHANGE: 20200206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1895 Bancorp of Wisconsin, Inc. CENTRAL INDEX KEY: 0001751692 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38778 FILM NUMBER: 20582918 BUSINESS ADDRESS: STREET 1: 7001 WEST EDGERTON AVENUE CITY: GREENFIELD STATE: WI ZIP: 53220 BUSINESS PHONE: 414-421-8200 MAIL ADDRESS: STREET 1: 7001 WEST EDGERTON AVENUE CITY: GREENFIELD STATE: WI ZIP: 53220 8-K 1 form8k_013120.htm 1895 BANCORP OF WISCONSIN, INC. FORM 8-K JANUARY 31, 2020
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):  January 31, 2020

1895 BANCORP OF WISCONSIN, INC.
(Exact Name of Registrant as Specified in Charter)

Federal
  
001-38778
  
83-3078306
(State or Other Jurisdiction)
  
(Commission File No.)
  
(I.R.S. Employer
of Incorporation)
  
Identification No.)
 
7001 West Edgerton Avenue, Greenfield, Wisconsin
  
53220
(Address of Principal Executive Offices)
  
(Zip Code)


Registrant's telephone number, including area code: (414) 421-8200

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.01 per share
  
BCOW
  
The NASDAQ Stock Market, LLC

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):

☐  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))

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). 

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 January 31, 2020, the Board of Directors of 1895 Bancorp of Wisconsin, Inc. (the “Company”) adopted a stock repurchase program.  Under the repurchase program, the Company may repurchase up to 109,725 shares of its common stock, or approximately 5% of the current outstanding shares (excluding shares held by 1895 Bancorp of Wisconsin, MHC), and is subject to regulatory non-objection.  Repurchases will be made no sooner than the termination of the Company’s regular quarterly trading blackout after the Company publicly releases its results of operations for the period ended December 31, 2019, and consistent with the Company’s trading policies.
Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.  The repurchase program has no expiration date.

The timing and amount of share repurchases under the repurchase program may be suspended, terminated or modified by the Company 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 Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.
Forward Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, and competition and the other risks described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company’s actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.  Forward-looking statements speak only as of the date they are made, and we assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under federal securities laws.


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.
 
(d)
Exhibits


 
     
     






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.


 



DATE: February 6, 2020
1895 BANCORP OF WISCONSIN, INC.


By:        /s/ Richard B. Hurd
 
                 Richard B. Hurd
              President and Chief Executive Officer
   
   


 
 




























EX-99.1 2 ex99-1_8k013120.htm PRESS RELEASE DATED FEBRUARY 6, 2020
EXHIBIT 99.1


FOR IMMEDIATE RELEASE
Contact: Richard B. Hurd, President and Chief Executive Officer
(414) 421-8200


1895 BANCORP OF WISCONSIN, INC.
ANNOUNCES ADOPTION OF REPURCHASE PROGRAM

Greenfield, Wisconsin – Februrary 6, 2020 – 1895 Bancorp of Wisconsin, Inc. (“the “Company”) (NASDAQ Capital Market: BCOW), the holding company for PyraMax Bank, FSB, announced that it has adopted a stock repurchase program for up to approximately 5% of its outstanding common stock (excluding shares held by 1895 Bancorp of Wisconsin, MHC), or 109,725 shares of its common stock.  This is the Company’s first stock repurchase program since completing its mutual holding company reorganization and related stock offering in January 2019, and is subject to regulatory non-objection.

Repurchases may be made no sooner than the termination of the Company’s regular quarterly trading blackout after the Company publicly releases its results of operations for the period ended December 31, 2019, and consistent with the Company’s trading policies.

Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.  The repurchase program has no expiration date.

Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of 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 subject to the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.

The timing and amount of share repurchases under this authorization may be suspended, terminated or modified by the Company 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 Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.

Forward Looking Statements
Certain statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, and competition and the other risks described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company’s actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.  Forward-looking statements speak only as of the date they are made, and we assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under federal securities laws.