Current Report Filing (8-k)
March 13 2020 - 5:22PM
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): March 13, 2020
Landmark
Bancorp, Inc.
(Exact name of registrant as specified in charter)
Delaware
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0-33203
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43-1930755
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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701
Poyntz Avenue
Manhattan, Kansas 66502
(Address of principal executive offices) (Zip code)
(785)
565-2000
(Registrant’s telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act.
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.01 per share
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LARK
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Nasdaq
Global Market
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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 (see General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
[ ]
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. [ ]
On
March 13, 2020, Landmark Bancorp, Inc. (the “Company”) announced that its board of directors approved a stock repurchase
program on March 11, 2020, authorizing the purchase of up to an aggregate of 225,890 shares of the Company’s outstanding
common stock. The shares may, at the discretion of management, be repurchased from time to time in open market purchases as market
conditions warrant or in privately negotiated transactions, including pursuant to a Rule 10b5-1 plan, all as effected to the extent
permitted by applicable law, including pursuant to the safe harbor provided under Rule 10b-18 of the Securities Exchange Act of
1934, as amended. The Company is not obligated to purchase any shares under the program, and the program may be discontinued at
any time. The actual timing, number and share price of shares purchased under the repurchase program will be determined by the
Company at its discretion and will depend on a number of factors, including the market price of the Company’s stock, general
market and economic conditions and applicable legal requirements. Any repurchases made under the stock repurchase program are
subject to prior consultation with the Federal Reserve. The shares authorized to be repurchased represent approximately 5%
of the Company’s currently outstanding common stock.
This
stock repurchase program is in addition to the Company’s current stock repurchase program, which authorized the Company
to repurchase up to 108,006 shares of the Company’s common stock. As of March 13, 2020, there were 25,901 shares remaining
to be repurchased under the prior stock repurchase program.
Attached
as Exhibit 99.1 is a copy of the press release relating to the Company’s stock repurchase program, which is incorporated
herein by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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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.
Date:
March 13, 2020
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LANDMARK
BANCORP, INC.
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By:
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/s/
Mark A. Herpich
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Name:
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Mark
A. Herpich
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Title:
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Vice
President, Secretary, Treasurer, and Chief Financial Officer
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