CBTX_8K

UNITED STATES

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 18, 2020

 

 

CBTX, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Texas

0001-38280

20‑8339782

 

 

 

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

 

 

 

incorporation or organization)

 

Identification No.)

 

9 Greenway Plaza, Suite 110

Houston, Texas 77046

(Address of principal executive offices)

 

(713) 210‑7600

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

CBTX

The Nasdaq Global Select Market

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§230.12b-2 of this chapter).

Emerging growth company 

 

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.

Item 8.01    Other Events. 

On March 18, 2020, CBTX, Inc. (the “Company”) issued a press release announcing that its Board of Directors declared a quarterly cash dividend in the amount of $0.10 per share of common stock. The dividend will be payable on April 15, 2020 to shareholders of record as of the close of business on April 1, 2020. In addition, the press release announces that the Company has temporarily suspended its share repurchase program.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference, including the cautionary language regarding forward-looking statements.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

 

 

Exhibit Number

Description of Exhibit

99.1

Press Release of CBTX, Inc. dated March 18, 2020.

 

 

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 thereunto duly authorized.

 

 

 

 

 

CBTX, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: March 18, 2020

By:

/s/ Robert T. Pigott, Jr.

 

 

Robert T. Pigott, Jr.

 

 

Senior Executive Vice President and

Chief Financial Officer

 

 

 

 

 

 

_CBTX_8K_EX_99.1

Exhibit 99.1

 

Picture 1

 

CBTX, Inc. Declares Quarterly Dividend and Suspends Repurchase Program

HOUSTON, Texas (March 18, 2020) – CBTX, Inc. (Nasdaq: CBTX), the bank holding company for CommunityBank of Texas N.A., today announced that its Board of Directors declared a quarterly cash dividend in the amount of $0.10 per share of common stock. The dividend will be payable on April 15, 2020 to shareholders of record as of the close of business on April 1, 2020.

 

In addition, CBTX, Inc. today announced that it has temporarily suspended its share repurchase program in light of the challenges presented by the COVID-19 pandemic and surrounding events. CBTX, Inc. believes that it remains strong and well-capitalized, and the Company may reinstate the share repurchase program in the future.

 

The Company repurchased 240,445 shares of common stock during the first quarter of 2020 for an aggregate purchase price of approximately $5.4 million under its repurchase program.

 

About CBTX, Inc.

 

CBTX, Inc. is the bank holding company for CommunityBank of Texas, N.A., a $3.5 billion asset bank, offering commercial banking solutions to small and mid-sized businesses and professionals in Houston, Dallas, Beaumont and surrounding communities in Texas. Visit www.communitybankoftx.com for more information.

 

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995, which may be identified by conditional or future language such as the word “will”, “believes”, and “may”, among others. These statements (including future payments of dividends, future repurchases and our future financial performance and conditions) are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including risks and factors related to our financial performance and results of operations, regulatory risks, interest rate risks, economic risks related to the impact of COVID-19 (including risks related to our customers’ ability to pay, our ability to borrow, and the impact of a resultant recession generally), and other hazards such as weather conditions, other pandemics, acts of war or terrorist acts and the governmental or military response thereto, and those additional risks and factors set forth from time to time in the documents filed or furnished by CBTX, Inc. with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements and CBTX, Inc. undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

  

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Investor Relations:

Media Contact:

 

 

Justin M. Long

Ashley Warren

281.325.5013

713.210.7622

investors@CBoTX.com

awarren@CBoTX.com

 

 

 

 

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