UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 4, 2016
Investar Holding Corporation
(Exact name of registrant as specified in its charter)
|
|
|
Louisiana |
001-36522 |
27-1560715 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
7244 Perkins Road
Baton Rouge, Louisiana 70808
(Address of principal executive offices, including zip code)
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):
¨ |
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)) |
This Form 8-K/A amends the Current Report on Form 8-K that was filed on February 4, 2016 solely to correct the date of the report.
Item 7.01 . |
Regulation FD Disclosure |
On February 4, 2016, officers of Investar Holding Corporation (the “Company”) will make presentations regarding the Company at the Hovde Group Texas Bank Tour in Dallas, Texas. The slides furnished as Exhibit 99.1 to this Current Report on Form 8-K were prepared for the presentation.
The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
The exhibit to this report may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal securities law. A n y f o rwa r d - lo oking s t atem e nts are based on t he h i s t o r ica l pe r f o r ma n c e o f t h e Compa n y a n d i t s subs i dia r ie s o r on the Company’s cur r ent plan s , estimates and expectation s . The i n clusi o n of thi s forward-lo o ki n g i n f o rmati o n s h oul d n ot be re g arded as a repres e ntation by the Company that the future plans, estimates or e x pecta t ions by t h e Compa n y will be ach i eved. S u ch forward-lo o k i n g statemen t s are sub j ect t o vari o u s r i sks a n d uncerta i n t i es and assump t i ons relat i ng to t h e Compan y ’ s operati o ns, fina n cial results, fi n ancial co n d i t io n , business p r ospects, g ro w t h st ra teg y a n d li q ui d it y . If o ne o r mo re of t h es e or o t he r r isk s o r unce r tai n tie s ma t e r i a l ize , or i f th e C o m p any ’s u nde r l y in g as s ump t io n s prove to be incorrect, the Company ’ s actual r es u lts m ay v ary m ate ri ally f r om t h os e indicated in these s t atement s . The Company d oes n ot un d er t a k e an y o b li g ati o n t o p u bl i c l y u p dat e or re v ie w an y f o r wa r d- l oo k in g s t ateme n t , w het h er a s a re s u l t o f ne w i n fo rm atio n, f ut u r e deve l opmen t s or ot h e r w ise . A n u m b e r o f impo r tan t f act o rs cou l d cause ac t ual results to d i ffer materially from t h ose in d icated b y th e f or w ar d -l o ok i n g sta t ements. These factors include, but are not limi t ed to, the fol l ow i ng, any one or more of which co u l d mater i ally affect t h e o u t c ome of future events:
|
• |
b us ines s an d econ o m i c con d it i on s ge nera l l y a n d i n t h e fi n a ncia l s erv i ces in d u stry in partic u l ar, whether na t i onall y , regi o n al l y or in the mar k ets i n wh i ch we operate; |
|
|
• |
our ability to achieve organic loan and deposit growth, and the composition of that growth; |
|
|
• |
changes (or the lack of changes) in interest rates, yield curves and interest rate spread relationships that affect our loan and deposit pricing; |
|
|
• |
the extent of continuing client demand for the high level of personalized service that is a key element of our banking |
|
approach as well as our ability to execute our strategy generally;
|
• |
our dependence on our management team, and our ability to attract and retain qualified personnel; |
|
|
• |
changes in the quality or composition of our loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers; |
|
|
• |
inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates; |
|
|
• |
the concentration of our business within our geographic areas of operation in Louisiana; and |
|
|
• |
concentration of credit exposure. |
|
These factors should not be con s tru e d as exha u s tive . Ad d it i ona l i n f o rmati o n on thes e an d ot h er ris k f acto rs ca n b e fo u n d i n I t em 1 A. “Risk Factor s ” and Item 7. “Special Note Rega r di n g Fo r wa r d-L o ok i n g S t atement s ” i n t h e C ompan y ’ s A nn u a l Re p o rt on Fo rm 1 0-K for the year end e d December 31, 2014, f i led wi t h the Secu r ities and Exchange Commission.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
|
Description of Exhibit
|
|
|
99.1 |
Presentation slides to be used at the Hovde Group Texas Bank Tour on February 4, 2016, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2016. |
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.
|
|
|
|
|
|
INVESTAR HOLDING CORPORATION |
|
|
|
|
|
Date: February 4, 2016 |
|
By: |
/s/ John J. D’Angelo |
|
|
|
John J. D’Angelo |
|
|
|
President and Chief Executive Officer |