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): March 27, 2008
BANKFINANCIAL CORPORATION
-------------------------
(Exact Name of Registrant as Specified in Charter)
Maryland 0-51331 75-3199276
----------------- --------------- ---------------
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
15W060 North Frontage Road, Burr Ridge, Illinois 60527
- ------------------------------------------------ --------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 242-7700
--------------
Not Applicable
-----------------
(Former name or former address, if changed since last report)
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 March 27, 2008, BankFinancial Corporation (the "Company") announced that
its Board of Directors (the "Board") has extended the expiration date of its
current share repurchase authorization from March 31, 2008 until November 15,
2008, and has increased by 201,639 shares the number of shares that can be
repurchased in accordance with the authorization. The increase represents
approximately 1% of the Company's issued and outstanding shares of common stock
as of March 26, 2008. As of March 26, 2008, the Company had repurchased
3,307,023 shares of its common stock out of the 3,605,384 shares that had been
previously authorized for repurchase. As a result of these actions, the Company
is currently authorized to repurchase 500,000 shares of common stock.
As previously disclosed, the authorization permits shares to be repurchased
in open market or negotiated transactions, and pursuant to any trading plan that
may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange
Commission. The authorization will be utilized at management's discretion,
subject to the limitations set forth in Rule 10b-18 of the Securities and
Exchange Commission and other applicable legal requirements, and to price and
other internal limitations established by the Board. The authorization may be
suspended, terminated or modified at any time prior to November 15, 2008 for any
reason, including market conditions, the cost of repurchasing shares, the
availability of alternative investment opportunities, liquidity, and other
factors deemed appropriate. These factors will also affect the timing and amount
of share repurchases.
A copy of the press release announcing the extension and increase is
attached as Exhibit 99 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
99 Press release dated March 27, 2008
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.
BANKFINANCIAL CORPORATION
DATE: March 27, 2008 By: /s/ F. Morgan Gasior
--------------------------------------
F. Morgan Gasior
Chairman of the Board,
Chief Executive Officer and President
EXHIBIT INDEX
Exhibit No. Exhibit
99 Press release dated March 27, 2007
BankFinancial
Corporation
FOR IMMEDIATE RELEASE
BankFinancial Corporation Extends and Expands Share Repurchase Program
Burr Ridge, Illinois - (March 27, 2008) BankFinancial Corporation (Nasdaq -
BFIN) announced today that its Board of Directors has extended the expiration
date of the Company's current share repurchase authorization from March 31, 2008
until November 15, 2008, and has increased by 201,639 shares the number of
shares that can be repurchased in accordance with the authorization. The
increase represents approximately 1% of the Company's issued and outstanding
shares of common stock as of March 26, 2008. As of March 26, 2008, the Company
had repurchased 3,307,023 shares of its common stock out of the 3,605,384 shares
that had been previously authorized for repurchase. As a result of these
actions, the Company is currently authorized to repurchase 500,000 shares of
common stock.
The authorization permits shares to be repurchased in open market or
negotiated transactions, and pursuant to any trading plan that may be adopted in
accordance with Rule 10b5-1 of the Securities and Exchange Commission.
The authorization will be utilized at management's discretion, subject to
the limitations set forth in Rule 10b-18 of the Securities and Exchange
Commission and other applicable legal requirements, and to price and other
internal limitations established by the Company's Board of Directors.
The authorization will expire on November 15, 2008, and may be suspended,
terminated or modified at any time prior to that date for any reason, including
market conditions, the cost of repurchasing shares, the availability of
alternative investment opportunities, liquidity, and other factors deemed
appropriate. These factors may also affect the timing and amount of share
repurchases.
The authorization does not obligate the Company to purchase any particular
number of shares. Any shares that are repurchased pursuant to the authorization
may be utilized to fund grants that are made under the Equity Incentive Plan
that the Company's stockholders approved at the Company's 2006 Annual Meeting,
and for other corporate purposes.
Share repurchases will be funded from available working capital,
supplemented if deemed necessary or desirable with dividends from the Company's
principal subsidiary that will be subject to regulatory approval or
non-objection.
The Company is the holding company for BankFinancial, F.S.B., a
full-service, community-oriented savings bank providing financial services to
individuals, families and businesses through 18 full-service banking offices,
located in Cook, DuPage, Lake and Will Counties, Illinois. At December 31, 2007,
the Company had total assets of $1.481 billion, total loans of $1.254 billion,
total deposits of $1.074 billion and stockholders' equity of $291 million. As of
March 26, 2008, the Company had 21,992,077 million issued and outstanding shares
of common stock. The Company's common stock trades on the Nasdaq Global Select
Market under the symbol BFIN.
"Forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995 may be included in this release. A variety of
factors could cause BankFinancial Corporation's actual results to differ from
those expected at the time of this release. Investors are urged to carefully
review and consider the various disclosures made by BankFinancial Corporation in
its periodic reports filed with the Securities and Exchange Commission,
including the risk factors and other information disclosed in BankFinancial
Corporation's Annual Report on Form 10-K for the most recently ended fiscal
year. Copies of these filings are available at no cost on the SEC's web site at
http://www.sec.gov or on BankFinancial's web site at
http://www.bankfinancial.com.
For Further Information
For Further Information Contact:
Shareholder, Analyst and Investor Inquiries: Media Inquiries:
Elizabeth A. Doolan, Gregg T. Adams,
Senior Vice President - Controller Executive Vice President -
BankFinancial Corporation Marketing & Sales
Telephone: 630-242-7151 BankFinancial Corporation
Telephone: 630-242-7234