UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
(Date of Report (date of earliest event reported)): November 9, 2020
Middlefield Banc Corp.
(Exact name of registrant specified in its charter)
| Ohio | 001-36613 | 34-1585111 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
15985 East High Street Middlefield, Ohio | 44062-0035 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (440) 632-1666
[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, no par value | MBCN | The NASDAQ Stock Market, LLC (NASDAQ Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 C.F.R. §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 C.F.R. §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 8.01 | Other Events |
At a meeting on November 9, 2020 the Board of Directors of Middlefield Banc Corp. (the “Company”) approved the resumption of the Company’s stock repurchase program (the “Program”). The Program commenced April 19, 2019, but repurchases under the Program were temporarily suspended in late March, 2020 due to the COVID-19 pandemic and the economic disruption that ensued. At the time that the Program was suspended, the Company had repurchased 157,032 shares from the 300,000 share authorization under the Program.
On November 9, 2020, the Board also authorized an increase to the Company’s share repurchase program by an additional 157,032 shares for a total of 300,000 shares that may be repurchased, equating to approximately 4.7% of the Company’s 6,378,960 outstanding shares. The Program may be modified, suspended or terminated by the Company at any time.
The resumption of the stock repurchase program and increased share repurchase authorization position the Company to enhance the value of its stock and to manage its capital. The Board’s action will allow management to make repurchases, without further board approval, when stock purchases are deemed prudent. The Board believes that a stock repurchase plan is an important tool that can be utilized to enhance long-term shareholder value. Share repurchases will be made periodically as permitted by securities laws and other legal requirements and will be subject to market conditions as well as other factors. Repurchases may be made in the open market, through block trades or otherwise, and in privately negotiated transactions. Share purchases may be commenced or suspended at any time without notice. A copy of the press release dated November 13, 2020 is attached to this Current Report as Exhibit 99.1 and is furnished herewith.
| Item 9.01(d) | Exhibits |
| 99.1 | Press release dated November13, 2020 regarding the resumption and expansion of the 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 hereunto duly authorized.
| Middlefield Banc Corp. | ||||||
| Date: November 13, 2020 | /s/James R. Heslop, II | |||||
| James R. Heslop, II | ||||||
| Its: | Executive Vice President & | |||||
| Chief Operating Officer | ||||||
