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): February 2, 2000
CITIZENS COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Florida 33-98090 65-0614044
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(State or other jurisdiction Commission File Number (I.R.S. Employer
Of incorporation) Identification No.)
650 East Elkcam Circle
Marco Island, Florida 34145
(address of principal executive offices)
Registrant's telephone number: (941) 389-1800
ITEM 5. Other Events
Stock Repurchase Program
On January 20, 2000, the Board of Directors authorized management to
establish the "2000 Stock Repurchase Program". Under the terms of the 2000 Stock
Repurchase Program, CCBI is authorized to repurchase between 25,000 and 30,000
shares of its common stock in open market transactions. As of January 31, 2000,
CCBI had 3,486,767 shares of common stock outstanding. Common stock acquired
through the 2000 Stock Repurchase Program will constitute authorized, but
unissued, shares as provided by Section 607.0631, Florida Statutes, and such
shares will not be reissued without registration or a valid exemption thereto.
The repurchase of shares under the 2000 Stock Repurchase Program will
be subject to federal banking laws, the Florida Business Corporation Act, and
federal and state securities laws, including the rules and regulations of the
Securities and Exchange Commission. A copy of the 2000 Stock Repurchase Program
is attached hereto as Exhibit A.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused the report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 2, 2000
Citizens Community Bancorp, Inc.
(Registrant)
By: /S/ Gregory E. Smith
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Gregory E. Smith
President and duly authorized
Officer of the Registrant
EXHIBIT A
CITIZENS COMMUNITY BANCORP, INC.
2000 STOCK REPURCHASE PROGRAM
On January 20, 2000, the Board of Directors ("Board") of Citizens
Community Bancorp, Inc. ("CCBI") authorized management to establish a Stock
Repurchase Program ("Repurchase Program"), whereby CCBI will be able to purchase
shares of CCBI's common stock in the open market, as such shares become
available. The following Stock Purchase Program sets forth the terms and
parameters established by the Board of Directors.
General
Citizens Community Bancorp, Inc. CCBI is a bank holding company and
parent company of Citizens Community Bank of Florida, a state-chartered bank
located in Collier County, Florida. CCBI has two wholly-owned non-bank
subsidiaries, Citizens Financial Corp. (which originates for sale in the
secondary market, construction loans, bridge loans, mini perm loans and
permanent loans on all major property types), and CCB Mortgage corporation (a
licensed mortgage brokerage business). CCBI and Citizens Community Bank of
Florida, Citizens Financial Corp. and CCB Mortgage Corporation are collectively
referred to herein as the "Company".
At December 31, 1999, the Company had consolidated total assets of
$122,192,690 (unaudited) and $17,983,627 in stockholders' equity (unaudited).
The Company had net earnings of $615,259 (unaudited) for 1999.
Purpose
The Board and management have examined the potential impact of the
Repurchase Program on CCBI's earnings per share, book value and return on
equity. The Company's consolidated earnings have steadily increased since
commencement of business on March 8, 1996, and the Company has no reason to
believe that such trends will not continue. The Company believes it will
continue to generate capital through retained earnings in an amount which will
significantly exceed its requirement for any planned growth or expansion plans.
To enhance CCBI's return on equity, it is the opinion of the Board of Directors
and management that the surplus capital of the Company should be used to
repurchase CCBI's outstanding shares. The intent of the Repurchase Program is to
further enhance the liquidity of CCBI's common stock. The current market for
bank stocks in general have created an opportunity for CCBI to repurchase its
stock at an attractive price. The Repurchase Program is being offered to all of
CCBI's shareholders. The Board of Directors and management believe that the
Repurchase Program will assist CCBI in its plan to remain a strong, independent
Florida financial institution, while creating value for CCBI's shareholders.
Stock Repurchase Program
The repurchase of shares by CCBI is subject to the Florida Business
Corporation Act (Section 607.0631, Florida Statutes); the Securities Exchange
Act of 1934, and the rules and regulations promulgated thereunder, specifically
Rule 10b-18; and the Bank Holding Company Act of 1956, and the rules and
regulations promulgated thereunder. Based upon CCBI's earnings for the year
ended December 31, 1999, and on the projected earnings for 2000, and after
considering the Company's current working capital requirements, CCBI intends to
initially invest up to a maximum of $200,000 under the terms of this Repurchase
Program.
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The Repurchase Program will be conducted pursuant to the following
terms and conditions:
1. As of the effective date of the Repurchase Program, 8,000,000
shares of common stock were authorized, with 3,486,767 shares
issued and outstanding.
2. The common stock to be purchased is currently held by
approximately 900 shareholders.
3. CCBI is not in the process of conducting a public or private
offering of its common stock. Purchases under the Repurchase
Program will be suspended at any time the CCBI is engaged in a
public or private offering, or a tender offer.
4. The repurchases will be made in the open market.
5. Any purchases by affiliates of the Company during this time will
be aggregated with purchases made pursuant to the Repurchase
Program.
6. CCBI shall not engage in any repurchases during the periods
between the end of a quarter and the availability of financial
information for that quarter, which shall be provided to the
selling shareholder prior to the repurchase of stock.
7. CCBI, at its discretion, will determine the timing, quantity, and
price of all purchases under the Repurchase Program. Transactions
will be made by and under the supervision of CCBI's Chief
Executive Officer and President.
Other Considerations
Treatment of Acquired Shares. Common stock purchased through the
Repurchase Program will constitute authorized but unissued shares, as provided
by Section 607.0631, Florida Statutes, and such shares will not be reissued
without registration or a valid exemption thereto.
Change in Control. Pursuant to 12 C.F.R. 225, a person shall be
determined, subject to rebuttal, to have acquired control of CCBI, and
therefore, indirectly of Citizens, if such individual acquires more than 10% of
any class of CCBI's voting stock. CCBI, by repurchasing common stock pursuant to
its Repurchase Program, will cause the number of shares outstanding to be
reduced thereby increasing the percentage ownership of each of its shareholders.
Under certain circumstances, a shareholder of CCBI could inadvertently acquire
"control" of CCBI as that term is defined in 12 C.F.R. 225(e). Under Part 225,
certain transactions are exempt from prior approval of or notice to the Federal
Reserve Board. One such exemption is contained in 12 C.F.R. 225.42(b)(2), when
the acquisition of control results from a bank holding company's acquisition of
its own securities. The issuance of a press release should provide sufficient
notice to any of CCBI's shareholders who may inadvertently exceed the 10%
threshold as a result of the purchase of common stock pursuant to the Repurchase
Program. Notwithstanding, CCBI intends to closely monitor its repurchases and
will confirm with its Stock Transfer Agent to determine if any shareholders will
become 10% shareholders as a result of a particular repurchase. In such
instances, the Company will notify the shareholder(s) in writing of the need to
file either a change of control application or rebuttable presumption notice,
whichever is appropriate, with the Federal Reserve Board.
This Repurchase Program will remain in effect until further notice by
CCBI. The Repurchase Program may be terminated at any time upon appropriate
action by the Board.
CITIZENS COMMUNITY BANCORP, INC.
By: /S/ Gregory E. Smith
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Gregory E. Smith
President
By: /S/ Bruce G. Fedor
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Bruce G. Fedor
Corporate Secretary
Dated: February 2, 2000
