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) May 21, 2019
C&F FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
Virginia | | 000-23423 | | 54-1680165 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | |
802 Main Street, West Point, Virginia | | 23181 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (804) 843-2360
(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, $1.00 par value per share | CFFI | 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 of 1934 (§240.12b-2 of this chapter).
Emer | |
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 7.01Regulation FD Disclosure
On May 22, 2019, C&F Financial Corporation (the “Corporation”) issued a news release announcing its Board of Directors’ declaration of a cash dividend payable July 1, 2019 and authorization of a share repurchase program, as further described in Item 8.01 of this Current Report on Form 8-K. A copy of the Corporation’s news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
Item 8.01Other Events
On May 21, 2019, the Board of Directors of the Corporation authorized a program, effective June 1, 2019, to repurchase up to $5.0 million of the Corporation’s common stock through May 31, 2020. Repurchases under the program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the program, if any, will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, applicable legal requirements and other conditions, and there is no assurance that the Corporation will purchase any shares under the program. The Corporation’s previous share repurchase program, which was last authorized by the Board of Directors in April, 2018, will expire on May 31, 2019.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
99.1C&F Financial Corporation news release dated May 22, 2019
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.
| | | | C&F FINANCIAL CORPORATION |
| | | | (Registrant) |
| | | | |
| | | | | |
Date: May 22, 2019 | | | By: | /s/ Jason E. Long | |
| | | | | Jason E. Long |
| | | | | Chief Financial Officer |
