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): October 28, 2010
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 0-51331 | 75-3199276 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
| 15W060 North Frontage Road, Burr Ridge, Illinois | 60527 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 894-6900
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 7.01. | Regulation FD Disclosure |
BankFinancial Corporation (the “Company”) will review third quarter 2010 results in a conference call and webcast for stockholders and analysts on Tuesday, November 2, 2010 at 9:30 a.m. Chicago Time.
The conference call may be accessed by calling (888) 396-2386 and using participant passcode 75534673. The conference call will be simultaneously webcast at www.bankfinancial.com, under Stockholder Information.
The information in the preceding paragraphs is considered to be “furnished” under the Securities Exchange Act of 1934, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
| Item 8.01. | Other Events. |
On October 28, 2010, the Company announced that its Board of Directors has declared a cash dividend of $0.07 per common share. The dividend will be payable on December 3, 2010 to stockholders of record on November 10, 2010.
In addition, the Board of Directors announced that it has extended the expiration date of the Company’s current share repurchase authorization from November 15, 2010 until May 16, 2011. As of October 25, 2010, the Company had repurchased 4,239,134 shares of its common stock out of the 5,047,423 shares that had been previously authorized for repurchase.
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 of Directors. The authorization may be suspended, terminated or modified at any time prior to May 16, 2011 for any reason, including, without limitation, 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.
Copies of the press releases are attached as Exhibit 99.1 and 99.2 to this Current Report.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Not Applicable. |
| (b) | Not Applicable. |
| (c) | Not Applicable. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated October 28, 2010 | |
| 99.2 | Press Release dated October 28, 2010 | |
3
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 | ||||||
| (Registrant) | ||||||
| Dated: October 28, 2010 | By: | /s/ F. Morgan Gasior | ||||
| F. Morgan Gasior | ||||||
| Chairman of the Board, Chief Executive Officer and President | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
BankFinancial Corporation to Host Conference Call and Webcast on November 2, 2010
Burr Ridge, Illinois – (October 28, 2010) BankFinancial Corporation (Nasdaq – BFIN) will review third quarter 2010 results in a conference call and webcast for stockholders and analysts on Tuesday, November 2, 2010 at 9:30 a.m. Chicago Time.
The conference call may be accessed by calling (888) 396-2386 and using participant passcode 75534673. The conference call will be simultaneously webcast at www.bankfinancial.com, “Stockholder Information” page. For those persons unable to participate in the conference call, the webcast will be archived through 5:00 p.m. Chicago Time on November 16, 2010 on our website. Copies of BankFinancial Corporation’s Third Quarter 2010 quarterly financial and statistical supplement and its Quarterly Report on Form 10-Q are scheduled to be available on our website, under the “Stockholder Information” section, on November 1, 2010.
BankFinancial Corporation is the holding company for BankFinancial, F.S.B., a full-service, community-oriented 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 June 30, 2010 BankFinancial Corporation had total assets of $1.566 billion, total loans of $1.124 billion, total deposits of $1.253 billion and stockholders’ equity of $259 million. The company’s common stock trades on the Nasdaq Global Select Market under the symbol BFIN. Additional information may be found at the company’s web site, www.bankfinancial.com.
| For Further Information Contact: | ||
| Shareholder, Analyst and Investor Inquiries: |
Media Inquiries: | |
| Elizabeth A. Doolan Senior Vice President – Finance BankFinancial Corporation Telephone: 630-242-7151 |
Gregg T. Adams Executive Vice President – Marketing & Sales BankFinancial F.S.B. Telephone: 630-242-7234 |
Exhibit 99.2
FOR IMMEDIATE RELEASE
BankFinancial Corporation Declares Cash Dividend
and Extends Share Repurchase Program
Burr Ridge, Illinois - (October 28, 2010) BankFinancial Corporation (Nasdaq – BFIN) announced that its Board of Directors has declared a cash dividend of $0.07 per common share. The dividend will be payable on December 3, 2010 to stockholders of record on November 10, 2010.
In addition, the Board of Directors announced that it has extended the expiration date of the Company’s current share repurchase authorization from November 15, 2010 until May 16, 2011. As of October 25, 2010 the Company had repurchased 4,239,134 shares of its common stock out of the 5,047,423 shares that had been previously authorized for repurchase.
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 (the “SEC”) 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 May 16, 2011, 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.
BankFinancial Corporation is the holding company for BankFinancial, F.S.B., a full-service, community-oriented 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 June 30, 2010 BankFinancial Corporation had total assets of $1.566 billion, total loans of $1.124 billion, total deposits of $1.253 billion and stockholders’ equity of $259 million. BankFinancial Corporation’s common stock trades on the Nasdaq Global Select Market under the symbol BFIN.
This release includes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. A variety of factors could cause BankFinancial’s actual results to differ from those expected at the time of this release. For a discussion of some of the factors that may cause actual results to differ from expectations, please refer to BankFinancial’s most recent Annual Report on Form 10-K as filed with the SEC. Investors are urged to review all information contained in these reports, including the risk factors discussed therein. Copies of these filings are available at no cost on the SEC’s web site at www.sec.gov or on BankFinancial’s web site at www.bankfinancial.com. Forward looking statements speak only as of the date they are made, and we do not undertake to update them to reflect changes.
| For Further Information Contact: | ||
| Shareholder, Analyst and Investor Inquiries: | Media Inquiries: | |
| Elizabeth A. Doolan Senior Vice President – Controller BankFinancial Corporation Telephone: 630-242-7151 |
Gregg T. Adams Executive Vice President – Marketing & Sales BankFinancial F.S.B. Telephone: 630-242-7234 |