Current Report Filing (8-k)
November 16 2017 - 8:02AM
Edgar (US Regulatory)
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):
November 16, 2017
THE COMMUNITY FINANCIAL CORPORATION
(Exact name of registrant as specified in
its charter)
Maryland
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001-36094
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52-1652138
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3035 Leonardtown Road, Waldorf, Maryland
20601
(Address of principal executive offices)
(301) 645-5601
(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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. ☐
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Item 7.01
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Regulation FD Disclosure.
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On
November 16, 2017, The Community Financial Corporation (“TCFC”), the parent company of Community Bank of the Chesapeake
(“Community Bank”), released a presentation to investors about the TCFC, Community Bank and TCFC’s pending merger
with County First Bank. The presentation is attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
The
preceding information, as well as Exhibit 99.1 referenced therein, shall not be deemed “filed” for purposes of Section 18
of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
On November 15, 2017,
TCFC and County First Bank issued a joint press release announcing that County First Bank has received the requisite shareholder
approval for the merger of County First Bank with and into Community Bank that was announced on July 31, 2017. The transaction
remains subject to the satisfaction of customary closing conditions. The joint press release is attached to this Current Report
on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
.
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(d) Exhibits.
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.
Dated: November 16, 2017
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By:
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/s/ William J. Pasenelli
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William J. Pasenelli
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President and Chief Executive Officer
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