Current Report Filing (8-k)
February 13 2018 - 12:50PM
Edgar (US Regulatory)
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):
February
12
, 201
8
Guaranty Bancorp
(Exact name of registrant as specified in its charter)
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Delaware
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000-51556
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41-2150446
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation)
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File Number)
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Identification No.)
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1331 Seventeenth St., Suite 200
Denver, CO
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80202
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(Address of principal executive offices)
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(Zip Code)
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(303) 675-1194
(Registrant’s telephone number, including area code)
None
(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))
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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 Secur
ities Act of 1933 (
17 CFR
§230.405) or Rule 12-b2 of the Securities Exchange Act of 1934 (
17 CFR
§240.12b-2).
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 7.01
Regulation FD Disclosure.*
On
February
1
3
, 201
8
, the Company
issued a press release announcing that its Board of Directors declared a
quarterly cash dividend of
$0.1
625
per
common share payable on
March
2
,
201
8
to stockholders of record as of the close of business on
February 2
3
, 201
8
.
A copy of the press release is furnished as
Exhibit 99.1
hereto and incorporated herein by reference.
_______________________
* The information furnished under Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto and incorporated by reference into this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.
Item 8.01
Other Events.
On February
12
, 201
8
, the Board of Directors of Guaranty Bancorp (the “Company”) authorized the
fourth
extension of the expiration date of the Company’s share repurchase program originally announced in April 2014. The first extension was approved by the Company’s Board of Directors on February 3, 2015 and extended the expiration date of the share repurchase pro
gram to April 2,
2016
;
the second extension extended the expiration of the share repurchase program
by one year, to April 2, 2017; the third extension was approved by the Company’s Board of Directors on February 7, 2017 and extended the expiration date of the share repurchase program to April 2, 2018.
This
fourth
extension extends the expiration of the share repurchase program by one year, to April 2, 201
9
. Pursuant to the program, the Company may repurchase up to 1,000,000 shares of its voting common stock, par value $0.001 per share (“Voting Common Stock”). As of the date of this filing, the Company had not repurchased any shares under the program.
Repurchases under the Company’s program may be made in open market or privately negotiated transactions, subject to market conditions, applicable legal requirements, and other relevant factors. The share repurchase program does not obligate the Company to acquire any particular amount of Voting Common Stock, and the program may be suspended at any time at the Company's discretion.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed with this Current Report on Form 8-K:
_______________________
This Current Report on Form 8-K contains forward-looking statements, which are included in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: failure to maintain adequate levels of capital and liquidity to support the Company’s operations; general economic and business conditions in those areas in which the Company operates, including the impact of global and national economic conditions on our local economy; demographic changes; competition; fluctuations in interest rates; continued ability to attract and employ qualified personnel; ability to receive regulatory approval for the bank subsidiary to declare dividends to the Company; adequacy of the allowance for loan losses, changes in credit quality and the effect of credit quality on the provision for credit losses and allowance for loan losses; changes in
governmental legislation or regulation, including, but not limited to, any increase in FDIC insurance premiums; changes in accounting policies and practices; changes in business strategy or development plans; changes in the securities markets; changes in consumer spending, borrowing and savings habits; the availability of capital from private or government sources; competition for loans and deposits and failure to attract or retain loans and deposits; changes in the financial performance and/or condition of our borrowers and the ability of our borrowers to perform under the terms of their loans and terms of other credit agreements; changes in oil prices; political instability, acts of war or terrorism and natural disasters; and additional “Risk Factors” referenced in the Company’s most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission. When relying on forward-looking statements to make decisions with respect to the Company, investors and others are cautioned to consider these and other risks and uncertainties. The Company can give no assurance that any goal or plan or expectation set forth in any forward-looking statement can be achieved and readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. The forward-looking statements are made as of the date of this press release, and, except as may otherwise be required by law, the Company does not intend, and assumes no obligation, to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.
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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GUARANTY BANCORP
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By:
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/s/ Christopher G. Treece
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Name: Christopher G. Treece
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Title: Executive Vice President, Chief Financial Officer and Secretary
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Date:
February
1
3
, 201
8
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