UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported) | January 22, 2015 |
American River Bankshares
(Exact name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
| 0-31525 | 68-0352144 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 3100 Zinfandel Drive, Suite 450, Rancho Cordova, CA | 95670 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(916) 851-0123
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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The Index to Exhibits is on Page 3
Item 8.01: Other Events
Registrant issued a press release January 22, 2015 announcing that American River Bankshares has approved and authorized a new Stock Repurchase Program for 2015. The foregoing description is qualified by reference to the press release attached here to as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
(99.1) Press release dated January 22, 2015
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.
| AMERICAN RIVER BANKSHARES | |
| / s / Mitchell A. Derenzo | |
| January 22, 2015 | Mitchell A. Derenzo |
| Chief Financial Officer (Principal Accounting and Financial Officer) |
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| INDEX TO EXHIBITS | ||
| Exhibit No. | Description | Page |
| 99.1 |
Press release of American River Bankshares dated January 22, 2015 |
4 |
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EXHIBIT 99.1
American River Bankshares Announces a 5% Stock Repurchase Program for 2015
Sacramento, CA, January 22, 2015 – American River Bankshares (NASDAQ-GS: AMRB) today announced that the Board of Directors has approved and authorized a new Stock Repurchase Program for 2015 (the “2015 Program”). The 2015 Program authorizes the repurchase during 2015 of up to 5% of the outstanding shares of the Company’s common stock, or approximately 404,481 shares based on the 8,089,615 shares outstanding as of December 31, 2014.
The Company previously authorized a stock repurchase program in 2014 with a repurchase target of 5%, which followed stock repurchase programs in 2013 and 2012.
“In 2014, earnings per share increased 59% year over year and we believe that a share repurchase program is a worthwhile tool in leveraging our capital while providing value to our shareholders,” said David Taber, President and CEO of American River Bankshares.
Repurchases under the 2015 Program will commence sometime after the release of the Company’s results of operations for the period ended December 31, 2014. The fourth quarter earnings conference call will be held Thursday, January 22, 2015 at 1:30 p.m. Pacific Time. David T. Taber, President and Chief Executive Officer, and Mitchell A. Derenzo, Executive Vice President and Chief Financial Officer, both of American River Bankshares, will lead a live presentation and answer analysts’ questions. Shareholders, analysts and other interested parties are invited to join the call by dialing (888) 517-2470 and entering the Conference ID 8692619#.
The repurchases will be made from time to time by the Company in the open market as conditions allow. All such transactions will be structured to comply with Securities and Exchange Commission Rule 10b-18 and all shares repurchased under the 2015 Program will be retired. The number, price and timing of the repurchases will be at the Company’s sole discretion and the 2015 Program may be re-evaluated depending on market conditions, capital and liquidity needs or other factors. Based on such re-evaluation, the Board of Directors may suspend, terminate, modify or cancel the 2015 Program at any time and for any reason.
About American River Bankshares
American River Bankshares [NASDAQ-GS: AMRB] is the parent company of American River Bank, a regional bank serving Northern California since 1983. We give business owners more REACH by offering financial expertise and exceptional service to complement a full suite of banking products and services. Our honest approach, commitment to community and focus on profitability is intended to lead our clients to greater success. For more information, call (800) 544-0545 or visit AmericanRiverBank.com.
Forward-Looking Statements
Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Actual results may differ materially from the results in these forward-looking statements. Factors that might cause such a difference include, among other matters, changes in interest rates, economic conditions, governmental regulation and legislation, credit quality, and competition affecting the Company’s businesses generally; the risk of natural disasters and future catastrophic events including terrorist related incidents; and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and in subsequent reports filed on Form 10-Q and Form 8-K. The Company does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise, except as required by law.
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Investor Contact:
Mitchell A. Derenzo
Chief Financial Officer
American River Bankshares
916-231-6723
FOR IMMEDIATE RELEASE
American River Bankshares Announces a 5% Stock Repurchase Program for 2015
Sacramento, CA, January 22, 2015 – American River Bankshares (NASDAQ-GS: AMRB) today announced that the Board of Directors has approved and authorized a new Stock Repurchase Program for 2015 (the “2015 Program”). The 2015 Program authorizes the repurchase during 2015 of up to 5% of the outstanding shares of the Company’s common stock, or approximately 404,481 shares based on the 8,089,615 shares outstanding as of December 31, 2014.
The Company previously authorized a stock repurchase program in 2014 with a repurchase target of 5%, which followed stock repurchase programs in 2013 and 2012.
“In 2014, earnings per share increased 59% year over year and we believe that a share repurchase program is a worthwhile tool in leveraging our capital while providing value to our shareholders,” said David Taber, President and CEO of American River Bankshares.
Repurchases under the 2015 Program will commence sometime after the release of the Company’s results of operations for the period ended December 31, 2014. The fourth quarter earnings conference call will be held Thursday, January 22, 2015 at 1:30 p.m. Pacific Time. David T. Taber, President and Chief Executive Officer, and Mitchell A. Derenzo, Executive Vice President and Chief Financial Officer, both of American River Bankshares, will lead a live presentation and answer analysts’ questions. Shareholders, analysts and other interested parties are invited to join the call by dialing (888) 517-2470 and entering the Conference ID 8692619#.
The repurchases will be made from time to time by the Company in the open market as conditions allow. All such transactions will be structured to comply with Securities and Exchange Commission Rule 10b-18 and all shares repurchased under the 2015 Program will be retired. The number, price and timing of the repurchases will be at the Company’s sole discretion and the 2015 Program may be re-evaluated depending on market conditions, capital and liquidity needs or other factors. Based on such re-evaluation, the Board of Directors may suspend, terminate, modify or cancel the 2015 Program at any time and for any reason.
About American River Bankshares
American River Bankshares [NASDAQ-GS: AMRB] is the parent company of American River Bank, a regional bank serving Northern California since 1983. We give business owners more REACH by offering financial expertise and exceptional service to complement a full suite of banking products and services. Our honest approach, commitment to community and focus on profitability is intended to lead our clients to greater success. For more information, call (800) 544-0545 or visit AmericanRiverBank.com.
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Forward-Looking Statements
Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Actual results may differ materially from the results in these forward-looking statements. Factors that might cause such a difference include, among other matters, changes in interest rates, economic conditions, governmental regulation and legislation, credit quality, and competition affecting the Company’s businesses generally; the risk of natural disasters and future catastrophic events including terrorist related incidents; and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and in subsequent reports filed on Form 10-Q and Form 8-K. The Company does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise, except as required by law.
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