Current Report Filing (8-k)
09 Mai 2019 - 6:14PM
Edgar (US Regulatory)
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): May 9, 2019
HERITAGE NOLA BANCORP, INC.
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(Exact
Name of Registrant as Specified in its Charter)
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Maryland
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000-55817
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82-0688069
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(State
or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S.
Employer
Identification
No.)
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205 North
Columbia Street, Covington, Louisiana
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70433
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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:
(985) 892-4565
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):
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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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¨
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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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company
x
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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Securities registered
pursuant to Section 12(b) of the Act: None
On
May 9, 2019, the Board of Directors of the Company adopted a stock repurchase program. Under the repurchase program, the Company
may repurchase up to 50,000 shares of its common stock. This amount is in addition to the 13,000 shares remaining under the Company’s
previously announced repurchase program.
Shares
may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted
in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The repurchase program has no expiration date.
Repurchases
will be made at management’s discretion at prices management considers to be attractive and in the best interests of both
the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock,
alternative uses for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance
with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.
The
timing and amount of share repurchases under the repurchase program may be suspended, terminated or modified by the Company at
any time 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 Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.
Certain
statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,”
“may,” “could,” “developments,” “strategic,” “launching,” “opportunities,”
“anticipates,” “estimates,” “intends,” “plans,” “targets” and similar
expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject
to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements
as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic
conditions, changes in interest rates, regulatory considerations, and competition. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this release.
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Item 9.01
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Financial
Statements and Exhibits
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(a)
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Financial Statements
of Businesses Acquired. Not applicable.
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(b)
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Pro Forma Financial
Information. Not applicable.
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(c)
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Shell Company
Transactions. Not applicable.
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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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HERITAGE NOLA BANCORP, INC.
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DATE: May 9, 2019
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By:
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/s/ W. David Crumhorn
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W. David Crumhorn
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President and Chief Executive Officer
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