Current Report Filing (8-k)

 

 

Securities and Exchange Commission

Washington, DC 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): August 29, 2014

 

 

NASB FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Missouri		0-24033		43-1805201
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

12498 South 71 Highway, Grandview, Missouri 64030

(Address of principal executive offices) (Zip Code)

[phone]

(Registrant’s telephone number, including area code)

 

 

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:

 

¨	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))

 

 

 

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Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing..

On August 29, 2014, the Company notified the NASDAQ Capital Market (“NASDAQ”) of its intention to file a Form 25 (“Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934”) with the Securities and Exchange Commission (the “SEC”) on September 10, 2014. The purpose of the Form 25 filing is to effect the delisting from NASDAQ of the Company’s outstanding common shares, par value $0.15 per share of the Company (the “Shares”), and the deregistration of the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects that the Form 25 filing will become effective on September 18, 2014. Upon the effectiveness of the Form 25 filing, the Company also intends to file, on September 18, 2014, a Form 15 with the SEC to suspend the Company’s duty to file reports under Sections 13(a) and 15(d) of the Exchange Act and to deregister its Shares under Section 12 of the Exchange Act.

Concurrently with the delivery of the notification to NASDAQ, the Company issued a press release regarding its intention to voluntarily delist and deregister the Shares, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 8.01

Other Events.

Please see the disclosure set forth under “Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing” which is incorporated by reference into this Item 8.01.

 

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 August 29, 2014

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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.

 

NASB FINANCIAL, INC.
By:		/s/ Rhonda Nyhus
		Rhonda Nyhus
		Vice President and Treasurer

Date: August 29, 2014

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated August 29, 2014

Exhibit 99.1

NASB Financial, Inc.

 

NEWS RELEASE

 

Contact:		Rhonda Nyhus
		NASB Financial, Inc.
		12498 South 71 Highway
		Grandview, MO 64030
		Phone [phone]

 

 

FOR IMMEDIATE RELEASE:

NASB Financial, Inc. Announces Intention to Voluntarily Delist from NASDAQ, Deregister its Common Stock and Repurchase up to $10 Million of its Common Stock

Grandview, Missouri (August 29, 2014) - NASB Financial, Inc. (NASDAQ: NASB) announced today that it has notified the NASDAQ Stock Market of its intention to voluntarily delist its common stock from the NASDAQ Capital Market. The Company intends to cease trading on NASDAQ Stock Market at the close of business on September 18, 2014. The Company’s obligation to file current and periodic reports with the Securities and Exchange Commission (“SEC”) will be terminated the same day upon the filing of the requisite notification with the SEC.

The decision of the Company’s Board of Directors to delist and deregister its common stock was based on numerous factors, including the significant cost savings of no longer filing periodic reports with the SEC plus reductions in accounting, audit, legal and other costs. The Company is eligible for deregistration because it currently has fewer than 300 holders of record of its securities. The Company expects that its obligation to file periodic reports, including Annual Reports on 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K will be suspended upon filing of a Form 15 with the SEC. Once delisted, the Company anticipates that its stock will be traded on the OTCQX Banks, which is operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities. The Company intends to retain the trading symbol NASB.

The Company also announced that its Board of Directors has approved a new share repurchase program, which authorized the Company to repurchase up to $10 million of its common stock. The authorized repurchases represent approximately 5% of current market capitalization. NASB does not have a specific timetable or commitment for the repurchase of these shares; however, subject to market factors, the Company plans to repurchase shares at prevailing market prices through open market or negotiated transactions. It expects to complete the authorized repurchases on a relatively consistent basis during fiscal 2015.

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NASB Financial Inc., through its banking subsidiary, North American Savings Bank (the “Bank”), operates six offices in greater Kansas City, Missouri and others in Harrisonville, St. Joseph, and Excelsior Springs, Missouri. The Bank, a nationwide residential mortgage lender, also has loan origination offices in greater Kansas City, Missouri.

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