UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2020
MID PENN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| | |
| | |
Pennsylvania | 1-13677 | 25-1666413 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| |
349 Union Street Millersburg, Pennsylvania | 1.866.642.7736 | 17061 |
(Address of Principal Executive Offices) | ( Registrant’s telephone number, including area code) | (Zip Code) |
| | |
| Not Applicable | |
(Former Name or Former Address, if Changed Since Last Report) |
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, $1.00 par value per share | | MPB | | The NASDAQ Stock Market LLC |
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. ☐
MID PENN BANCORP, INC.
CURRENT REPORT ON FORM 8-K
ITEM 8.01OTHER EVENTS
The Board of Directors of Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB), the parent company of Mid Penn Bank, today announced the adoption of a treasury stock repurchase program authorizing the repurchase of up to $15 million of Mid Penn’s outstanding common stock, which represents approximately 10.5% of the outstanding shares based on Mid Penn’s closing stock price on March 18, 2020 and shares outstanding as of March 2, 2020. Mid Penn intends to conduct any repurchases through open market transactions (which may be by means of a trading plan adopted under SEC Rule 10b5-1) or in privately negotiated transactions. Any repurchases under the program will be made at the discretion of management and subject to market conditions and other factors. There is no guarantee as to the exact number of shares that Mid Penn may repurchase. The repurchase plan is effective March 19, 2020 and authorized through March 19, 2021, unless otherwise extended by Mid Penn’s Board of Directors.
The repurchase plan may be modified, suspended or terminated at any time, in Mid Penn’s discretion, based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors Mid Penn deems appropriate. The repurchase program does not obligate Mid Penn to repurchase any shares.
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.
| |
| MID PENN BANCORP, INC. (Registrant) |
| | |
Date: March 19, 2020 | By: | /s/ Michael D. Peduzzi |
| Michael D. Peduzzi |
| Senior Executive President and Chief Financial Officer |
