UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 24, 2018
| Spirit of Texas Bancshares, Inc. |
| (Exact name of registrant as specified in its charter) |
|
| | | |
| Texas | 001-38484 | 90-0499552 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | |
1836 Spirit of Texas Way Conroe, Texas 77301 |
| (Address of Principal Executive Offices) |
| | | |
| (936) 521-1836 |
| (Registrant’s Telephone Number, Including Area Code) |
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)) |
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. o
EXPLANATORY NOTE
This Form 8-K/A amends the current report on Form 8-K of Spirit of Texas Bancshares, Inc. (the “Company”) filed with the Securities and Exchange Commission on July 24, 2018 (the “Original Filing”). This Form 8-K/A is being filed solely for the purpose of re-filing as Exhibit 99.1 the correct version of the Company’s second quarter 2018 earnings release (the “Original Release”). The Original Release inadvertently omitted certain securities law disclaimers related to the proposed acquisition of Comanche National Corporation by the Company. No other amounts or information reported in the Original Release were corrected. The correct version of the Company’s second quarter 2018 earnings release was issued through GlobeNewswire and posted to the Investor Relations section of our website.
| Item 2.02. | Results of Operations and Financial Condition. |
On July 24, 2018, Spirit of Texas Bancshares, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2018. A copy of the Company’s press release covering such announcement and certain other matters is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The only information contained in this Form 8-K being filed for purposes of Rule 425 of the Securities Act is the information relating solely to the proposed acquisition of Comanche National Corporation contained in the press release furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
THE INFORMATION FURNISHED UNDER ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.
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.
| Dated: July 25, 2018 | | | |
| | SPIRIT OF TEXAS BANCSHARES, INC. | |
| | | | |
| | By: | /s/ Jeffrey A. Powell | |
| | | Jeffrey A. Powell | |
| | | Chief Financial Officer and Executive Vice President |
| | | | |
| | | | |
