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): January 29, 2020
COUNTY BANCORP, INC.
(Exact name of Registrant as Specified in Its Charter)
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Wisconsin
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001-36808
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39-1850431
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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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2400 South 44th Street,
Manitowoc, WI
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54221
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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: (920) 686-9998
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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, $0.01 par value
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ICBK
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Nasdaq Global Market
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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 Instructions 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
On January 29, 2020, County Bancorp, Inc. (the “Company”) announced that its board of directors approved a stock repurchase program authorizing the purchase of up to an aggregate of 673,000 shares of the Company’s outstanding common stock through January 23, 2023. The shares may, at the discretion of management, be repurchased from time to time in open market purchases as market conditions warrant or in privately negotiated transactions, including pursuant to a Rule 10b5-1 plan, all as effected to the extent permitted by applicable law, including pursuant to the safe harbor provided under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company is not obligated to purchase any shares under the program, and the program may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase program will be determined by the Company at its discretion and will depend on a number of factors, including the market price of the Company’s stock, general market and economic conditions and applicable legal requirements. The shares authorized to be repurchased represent approximately 10% of the Company’s currently outstanding common stock.
Attached as Exhibit 99.1 is a copy of the press release relating to the Company’s stock repurchase program, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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 thereunto duly authorized.
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COUNTY BANCORP, INC.
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Date: January 29, 2020
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By:
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/s/ Mark A. Miller
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Mark A. Miller
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Secretary
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Exhibit 99.1
FOR IMMEDIATE RELEASE
COUNTY BANCORP ANNOUNCES SHARE REPURCHASE PROGRAM
New program designed to complement long-term balanced approach to capital allocation
Manitowoc, WI, January 29, 2020 – County Bancorp, Inc. (NASDAQ: ICBK), the parent company for Investors Community Bank, announced today that its Board of Directors has authorized the repurchase of up to 673,000 shares of its common stock through January 2023. Shares of common stock may be purchased under the program periodically in privately negotiated transactions or in open market transactions at prevailing market prices, and pursuant to a trading plan in accordance with applicable securities laws.
“We are pleased to announce our share repurchase program, as it highlights our focus on building a well-balanced capital allocation program,” said Tim Schneider, President of County Bancorp, Inc. “The improvements we made to our balance sheet and portfolio in 2019 have enabled County Bancorp to initiate the repurchase program, and we plan to act strategically and opportunistically with our share repurchases. As we move forward, we will look to balance free cash flow across multiple levers, including investing in our business, supporting our quarterly dividend, employing opportunistic share repurchases, and evaluating other opportunities to create shareholder value.”
The actual means and timing of any purchases, target number of shares and prices or range of prices under the repurchase program, which the Company will determine in its discretion, will depend on a number of factors, including the market price of the Company's common stock, share issuances under the Company's equity plans, general market and economic conditions and applicable legal and regulatory requirements. The Company's Board of Directors may modify, amend or terminate the program at any time. There is no assurance that the Company will purchase any shares under the program.
Investors.ICBK.com
About County Bancorp, Inc.
County Bancorp, Inc., a Wisconsin corporation and registered bank holding company founded in May 1996, and our wholly-owned subsidiary Investors Community Bank, a Wisconsin-chartered bank, are headquartered in Manitowoc, Wisconsin. The state of Wisconsin is often referred to as “America’s Dairyland,” and one of the niches we have developed is providing financial services to agricultural businesses statewide, with a primary focus on dairy-related lending. We also serve business and retail customers throughout Wisconsin, with a focus on northeastern and central Wisconsin. Our customers are served from our full-service locations in Manitowoc, Appleton, Green Bay, and Stevens Point and our loan production offices in Darlington, Eau Claire, Fond du Lac and Sheboygan. Visit our Investor Relations site for details: Investors.ICBK.com
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Investor Relations Contact
Glen L. Stiteley
EVP - CFO, Investors Community Bank
Phone: (920) 686-5658
Email: gstiteley@icbk.com
Investors.ICBK.com