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): February 19, 2015
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)) |
| Item 8.01. | Other Events |
On February 19, 2015, Investar Holding Corporation issued a press release announcing that its Board of Directors had authorized a share repurchase program of up to 250,000 shares of the Company’s common stock. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
|
Exhibit
|
Description of Exhibit |
|
| 99.1 | Press release of Investar Holding Corporation dated February 19, 2015 announcing a share repurchase program. | |
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.
| INVESTAR HOLDING CORPORATION | ||||||
| Date: February 19, 2015 | By: | /s/ John J. D’Angelo | ||||
| John J. D’Angelo | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
Investar Holding Corporation Announces Share Repurchase Program
Baton Rouge, Louisiana, February 19, 2015—Investar Holding Corporation (the “Company”) (NASDAQ:ISTR), the holding company for Investar Bank, today announced that the Board of Directors has authorized the repurchase of up to 250,000 shares of its common stock, which represents approximately 3.5% of the Company’s outstanding stock. The Company plans to repurchase its shares in open market transactions from time to time or through privately negotiated transactions in accordance with federal securities laws, at the Company’s discretion.
Commenting on the announcement, John D’Angelo, President and CEO, said, “As we continue to execute our growth strategy, we believe the adoption of a stock repurchase program provides us with an additional tool with which to enhance stockholder value. We plan to implement the program at such time and price as repurchases are considered beneficial to the Company and its stockholders.”
The timing and amount of any share repurchases will depend on a variety of factors, including the trading price of the Company’s common stock, securities laws restrictions including but not limited to compliance with blackout periods, regulatory requirements, potential alternative uses for capital, and market and economic conditions. Repurchased shares will become treasury shares and may be reissued in connection with the Company’s stock option plans, other compensation programs, other transactions, or for other corporate purposes as deemed necessary. The repurchase program does not obligate the Company to repurchase any shares and will remain in effect until fully utilized or until modified, suspended or terminated.