UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 16, 2019
Investar Holding Corporation
(Exact name of registrant as specified in its charter)
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| Louisiana | 001-36522 | 27-1560715 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| | 10500 Coursey Blvd. Baton Rouge, Louisiana 70816 | |
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Registrant’s telephone number, including area code: (225) 227-2222
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):
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $1.00 par value per share | ISTR | The Nasdaq Global 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 Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
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. þ
Item 8.01 Other Events
On October 16, 2019, Investar Holding Corporation (the “Company”) announced that the shareholders of Bank of York approved the previously announced Agreement and Plan of Reorganization (the “Merger Agreement”) between the Company, Bank of York, and Investar Bank, National Association (“Investar Bank”), the Company's wholly-owned subsidiary. The Merger Agreement provides for the merger of Bank of York with and into Investar Bank with Investar Bank as the entity surviving the merger. Following the merger, Investar Bank will continue as a wholly-owned subsidiary of the Company.
The Company has also received the necessary regulatory approvals to consummate the Bank of York acquisition from the Office of the Comptroller of the Currency. The acquisition is expected to be consummated on or about November 1, 2019, subject to the satisfaction or waiver of the other closing conditions described in the Merger Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits |
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Exhibit
Number | Description of Exhibit |
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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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| | | INVESTAR HOLDING CORPORATION |
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| Date: October 16, 2019 | | By: | /s/ John J. D’Angelo |
| | | | John J. D’Angelo |
| | | | President and Chief Executive Officer |
