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) April 21, 2023
BAYCOM CORP |
(Exact name of registrant as specified in its charter) |
| | | | |
California |
| 001-38483 |
| 37-1849111 |
(State or other jurisdiction of incorporation) |
| (Commission File No.) |
| (IRS Employer Identification No.) |
| | |
500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA |
| 94596 |
(Address of principal executive offices) |
| (Zip Code) |
|
Registrant's telephone number, including area code: (925) 476-1800 |
|
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:
| |
☐ | 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)) |
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 | BCML | The Nasdaq Stock Market LLC |
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). ☒
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 April 21, 2023, BayCom Corp (“BayCom”), the parent company of United Business Bank, issued a press release announcing that its Board of Directors (the “Board”) authorized a stock repurchase program for up to 619,000 shares of its common stock, or approximately 5% of its outstanding shares, to be purchased from time to time over a one year period, depending upon market conditions. Under this new stock repurchase program, BayCom intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). The repurchase program does not obligate BayCom to purchase any particular number of shares. The new stock repurchase program will commence upon completion of the prior stock repurchase program which will expire on October 24, 2023, or earlier if the shares have been repurchased. As of the date hereof, the Company has 17,633 shares available for future purchase under the Company’s sixth stock repurchase program.
The Board also authorized BayCom to enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, BayCom’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase BayCom common stock in accordance with the terms of the plan.
BayCom cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in BayCom’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by BayCom of its common stock. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of BayCom’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the Nasdaq Stock Market; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of BayCom. BayCom does not undertake to update any forward-looking statements or information, including those contained in this report.
A copy of the press release in filed with this report and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(a) | Not applicable. | |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | The following exhibits are included with this Report: |
| Exhibit No. |
| Description |
| | | Press release dated April 21, 2023 announcing adoption of a stock repurchase program |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
co | | | | |
| BAYCOM CORP | |||
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Date: | April 21, 2023 | By: | /s/ Keary L. Colwell | |
| | | Keary L. Colwell, Senior Executive Vice President, Chief Financial Officer and Corporate Secretary | |