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): September 16, 2016
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 0-51331 | 75-3199276 |
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| 15W060 North Frontage Road, Burr Ridge, Illinois | 60527 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (800) 894-6900
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):
| ¨ | 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)) |
FORWARD-LOOKING STATEMENTS
This Current Report includes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include statements relating to the future plans, strategies and expectations of BankFinancial Corporation (the “Company”) and BankFinancial, F.S.B. (the “Bank”), as well as future revenues, earnings, losses, financial performance, financial condition, asset quality metrics and future prospects. Forward-looking statements are generally identifiable by use of the words “believe,” “may,” “will,” “should,” “could,” “expect,” “estimate,” “intend,” “anticipate,” “project,” “plan,” or similar expressions. A variety of factors could cause actual results to differ from those expected at the time of this Current Report. For a discussion of some of the factors that may cause actual results to differ from expectations, please refer to the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”), as supplemented by subsequent filings with the SEC. Investors are urged to review all information contained in these reports, including the risk factors discussed therein. Copies of these filings are available at no cost on the SEC’s web site at www.sec.gov or on the Company’s web site at www.bankfinancial.com. Forward looking statements speak only as of the date they are made, and we do not undertake to update them to reflect changes.
| Item 8.01. | Other Events |
On September 16, 2016, the Bank, the wholly-owned subsidiary of the Company, filed an application with the Office of the Comptroller of the Currency to convert from a federal savings bank to a national bank. As part of the charter conversion, the Company will apply to the Federal Reserve Board to register as a bank holding company instead of a savings and loan holding company. The charter conversion remains subject to the receipt of all required regulatory approvals. No timetable has been established for its completion. If approved, the charter conversion will eliminate current restrictions on and facilitate the expansion of the Bank’s commercial lending and leasing activities, including small business lending.
| Item 9.01. | Financial Statements and Exhibits. |
None
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.
| BANKFINANCIAL CORPORATION | |||||
| Dated: | September 19, 2016 | By: | /s/ F. Morgan Gasior | ||
| F. Morgan Gasior | |||||
| Chairman of the Board, Chief Executive Officer and President | |||||