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): April 25, 2019
CENTRAL
FEDERAL BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
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Missouri
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000-55553
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47-4884908
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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Incorporation)
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File
Number)
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Identification
No.)
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210
West 10
th
Street, Rolla, Missouri 65401
(Address
of principal executive offices) (Zip Code)
(573)
364-1024
(Registrant’s
telephone number, including area code)
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:
[ ]
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))
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 (§240.12b-2 of this chapter).
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. [ ]
Item
8.01 Other Events.
On
April 25, 2019, Central Federal Bancshares, Inc. (the “Company”) issued a press release announcing the completion
of $1,089,616.72 in repurchases of its common stock under the stock repurchase program announced on November 27, 2018, which authorized
the Company to buy back up to 80,296 shares of its common stock. The April 25, 2019 announcement states that the Company completed
repurchase of all 80,296 shares authorized under the above-described repurchase program at a weighted average price of $13.57.
The repurchase was completed as of April 19, 2019, at which time there were 1,585,420 shares of the Company’s common stock
outstanding.
Additionally,
the Company wishes to clarify the beneficial ownership information of Maltese Capital Management LLC, Maltese Capital Holdings,
LLC, Malta Hedge Fund II, L.P., and Terry Maltese (collectively, the “Maltese Group”) disclosed in the Company’s
2019 Proxy Statement, which was filed on Form DEF 14A with the Securities and Exchange Commission on April 12, 2019. As of the
record date established for the Company’s 2019 Annual Shareholder Meeting (March 29, 2019), the Maltese Group beneficially
owned in the aggregate a total of 161,400 shares of Company common stock. Also, the Company has been advised by the Maltese Group
that as of April 24, 2019, the Maltese Group beneficially owned in the aggregate 158,300 shares of Company common stock.
A
copy of the press release dated April 25, 2019 announcing the Company’s completion of the above-described stock repurchase
program is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits:
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SIGNATURE
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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CENTRAL
FEDERAL BANCSHARES, INC.
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Date:
April 25, 2019
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By:
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/s/
William A Stoltz
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William
A. Stoltz
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President
and Chief Executive Officer
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Exhibit
99.1
CENTRAL
FEDERAL BANCSHARES, INC. ANNOUNCES COMPLETION OF STOCK REPURCHASE PROGRAM
Rolla,
Missouri, April 25, 2019
– Central Federal Bancshares, Inc. (the “Company”) (OTCBB: CFDB) today announced
the completion of $1,089,616.72 in repurchases of its common stock under the Company’s most recent stock repurchase program.
That share repurchase program was announced on November 27, 2018 and authorized the Company to buy back up to 80,296 shares of
its common stock.
As of April 25, 2019, the Company had repurchased all 80,296 shares authorized under the above-described repurchase
program at a weighted average price of $13.57. As of April 24, 2019, the Company had 1,585,420 shares of common stock outstanding.
The Company’s board of directors has indicated that it will review and consider additional stock repurchase programs for
the Company in future meetings or executive sessions, as appropriate.
About
Central Federal
Central
Federal Savings and Loan Association of Rolla is a federally chartered savings association serving the financial needs of its
customers in Phelps, Dent, Texas, Crawford, Pulaski and Maries counties in Missouri. It conducts business from its office in Rolla,
Missouri.
Information
contained in this press release may be considered forward-looking in nature as defined by the Private Securities Litigation Reform
Act of 1995 and is subject to various risks, uncertainties, and assumptions. Such forward-looking statements in this release are
inherently subject to many uncertainties arising in the operations and business environment of Central Federal Bancshares, Inc.
Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on the
Company’s operating results, performance or financial condition are general economic conditions, either nationally or in
the Company’s primary market area, that are worse than expected; changes in the interest rate environment that reduce the
Company’s interest margins or reduce the fair value of financial investments; credit risks of lending activities, including
changes in the level and trend of loan delinquencies and write-offs and in the Company’s allowance for loan losses and provision
for loan losses; the Company’s ability to implement the Company’s strategic plans; and other factors as set forth
in filings with the Securities and Exchange Commission, including the risk factors set forth in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2018. The Company undertakes no duty to update any forward-looking statement to conform
the statement to actual results or changes in the Company’s expectations, except as required to be reported under the rules
and regulations of the Securities and Exchange Commission.
Contact:
William
A. Stoltz, President and CEO,
Central
Federal Bancshares, Inc.
Telephone:
(573) 364-1024
