503 Kaliste Saloom RoadLafayetteLouisiana337237-1960February 17, 20200001436425FALSE00014364252020-01-282020-01-28
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
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Date of Report (Date of earliest event reported)
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February 17, 2020
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Home Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
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Louisiana
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001-34190
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71-1051785
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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503 Kaliste Saloom Road, Lafayette, Louisiana
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70508
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(337) 237-1960
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N/A
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(Former name or former address, if changed since last report)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock
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HBCP
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Nasdaq Stock Market
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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. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(a.)Not applicable.
(b.)Not applicable.
(c.)Not applicable.
(d.)Not applicable.
(e.)On February 17, 2020, the Boards of Home Bancorp, Inc. ("the Company") and Home Bank, N. A. ("the Bank") acted to extend the term of the existing employment agreements between the Company and John W. Bordelon and the Bank and each of John W. Bordelon, Jason P. Freyou and Darren E. Guidry. Amendments to each of the employment agreements were entered into in order to extend the terms of the agreements to May 20, 2023, in the case of Mr. Bordelon, and May 20, 2022, in the case of the other executive officers.
In addition, on February 17, 2020, the Board of the Bank amended and restated the existing employment agreement between the Bank and Joseph B. Zanco in order to:
•extend the term of the agreement to May 20, 2022;
•amend and restate Clause (A) of Section 5(f) of the agreement to read as follows: “pay to the Executive, in a lump sum as of the Date of Termination (or if applicable, the later date of a Change in Control), a cash severance amount equal to two (2) times his Annual Compensation, and”; and
•amend and restate the reference to “twelve (12) months” in Clause (B)(i) of Section 5(f) to read “twenty-four (24) months”.
No other changes were made to the employment agreements.
The foregoing description is qualified in its entirety by reference to the amendments to the employment agreements, copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
(f.)Not applicable.
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Item 9.01
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Financial Statements and Exhibits
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(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits
The following exhibits are filed herewith.
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Exhibit Number
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Description
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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.
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HOME BANCORP, INC.
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Date: February 19, 2020
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By:
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/s/ John W. Bordelon
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John W. Bordelon
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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AMENDMENT TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment (“Amendment”) is entered into as of the 17th day of February 2020, by and between Home Bancorp, Inc. (the “Corporation”) and John W. Bordelon (the “Executive”).
WITNESSETH
WHEREAS, the Corporation and the Executive previously entered into an Amended and Restated Employment Agreement, dated as of May 20, 2019 (the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement in order to extend its term, as provided in Section 2(b) thereof.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. The last sentence in Section 2(a) of the Agreement is amended and restated to read as follows: “The terms and conditions of this Agreement shall be and remain in effect during the period beginning on the Effective Date of this Agreement and ending on May 20, 2023, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).”
2. Except to the extent expressly amended hereby, the Agreement shall continue unmodified and shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first written above.
HOME BANCORP, INC.
By: /s/ Michael P. Maraist
Michael P. Maraist
Chairman of the Board
EXECUTIVE
/s/ John W. Bordelon
John W. Bordelon
AMENDMENT TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment (“Amendment”) is entered into as of the 17th day of February 2020, by and between Home Bank, N.A. (the “Bank”) and John W. Bordelon (the “Executive”).
WITNESSETH
WHEREAS, the Bank and the Executive previously entered into an Amended and Restated Employment Agreement, dated as of May 20, 2019 (the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement in order to extend its term, as provided in Section 2(b) thereof.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. The last sentence in Section 2(a) of the Agreement is amended and restated to read as follows: “The terms and conditions of this Agreement shall be and remain in effect during the period beginning on the Effective Date of this Agreement and ending on May 20, 2023, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).”
2. Except to the extent expressly amended hereby, the Agreement shall continue unmodified and shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first written above.
HOME BANK, N.A.
By: /s/ Michael P. Maraist
Michael P. Maraist
Chairman of the Board
EXECUTIVE
/s/ John W. Bordelon
John W. Bordelon
AMENDMENT TO THE
EMPLOYMENT AGREEMENT
This Amendment (“Amendment”) is entered into as of the 17th day of February 2020, by and between Home Bank, N.A. (the “Bank”) and Jason P. Freyou (the “Executive”).
WITNESSETH
WHEREAS, the Bank and the Executive previously entered into an Employment Agreement, dated as of May 20, 2019 (the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement in order to extend its term, as provided in Section 2(b) thereof.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. The last sentence in Section 2(a) of the Agreement is amended and restated to read as follows: “The terms and conditions of this Agreement shall be and remain in effect during the period beginning on the Effective Date of this Agreement and ending on May 20, 2022, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).”
2. Except to the extent expressly amended hereby, the Agreement shall continue unmodified and shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first written above.
HOME BANK, N.A.
By: /s/ John W. Bordelon
John W. Bordelon
President and Chief Executive Officer
EXECUTIVE
/s/ Jason P. Freyou
Jason P. Freyou
AMENDMENT TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment (“Amendment”) is entered into as of the 17th day of February 2020, by and between Home Bank, N.A. (the “Bank”) and Darren E. Guidry (the “Executive”).
WITNESSETH
WHEREAS, the Bank and the Executive previously entered into an Amended and Restated Employment Agreement, dated as of May 20, 2019 (the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement in order to extend its term, as provided in Section 2(b) thereof.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. The last sentence in Section 2(a) of the Agreement is amended and restated to read as follows: “The terms and conditions of this Agreement shall be and remain in effect during the period beginning on the Effective Date of this Agreement and ending on May 20, 2022, plus such extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).”
2. Except to the extent expressly amended hereby, the Agreement shall continue unmodified and shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first written above.
HOME BANK, N.A.
By: /s/ John W. Bordelon
John W. Bordelon
President and Chief Executive Officer
EXECUTIVE
/s/ Darren E. Guidry
Darren E. Guidry
AMENDMENT TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment (“Amendment”) is entered into as of the 17th day of February 2020, by and between Home Bank, N.A. (the “Bank”) and Joseph B. Zanco (the “Executive”).
WITNESSETH
WHEREAS, the Bank and the Executive previously entered into an Amended and Restated Employment Agreement, dated as of May 20, 2019 (the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement in order to (i) extend its term for an additional year, as provided in Sections 2(a) and (b) and (ii) make certain revisions to Clauses (A) and (B) of Section 5(f).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1.The last sentence in Section 2(a) of the Agreement is amended and restated to read as follows: “The terms and conditions of this Agreement shall be and remain in effect during the period beginning on the Effective Date of this Agreement and ending on May 20, 2022, plus such additional extensions, if any, as are provided pursuant to Section 2(b) hereof (the “Employment Period”).”
2.Clause (A) of Section 5(f) of the Agreement is amended and restated to read as follows: “pay to the Executive, in a lump sum as of the Date of Termination (or if applicable, the later date of a Change in Control), a cash severance amount equal to two (2) times his Annual Compensation, and”.
3.The reference to “twelve (12) months” in Clause (B)(i) of Section 5(f) is amended and restated to read “twenty-four (24) months”.
4.Except to the extent expressly amended hereby, the Agreement shall continue unmodified and shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first written above.
HOME BANK, N. A.
By: /s/ John W. Bordelon
John W. Bordelon
President and Chief Executive Officer
EXECUTIVE
/s/ Joseph B. Zanco
Joseph B. Zanco