UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 3, 2015
WOLVERINE BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-35034
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27-3939016
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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5710 Eastman Avenue, Midland, Michigan
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48640
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (989) 631-4280
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the current report on Form 8-K filed by Wolverine Bancorp, Inc. with the Securities and Exchange Commission on March 3, 2015 (the “Original Filing”). The sole purpose of filing this Amendment No. 1 is to correct an inadvertent reference in the Original Filing to a “dividend” rather than to a “stock repurchase plan.”
Item 8.01 Other Events
On March 3, 2015, the Board of Directors of Wolverine Bancorp, Inc. (the “Company”) authorized an increase in the number of shares that may be repurchased pursuant to the Company’s current stock repurchase plan. Under the expanded repurchase plan, the Company is authorized to repurchase up to an additional 5% of its issued and outstanding shares, or up to approximately 110,664 shares.
A copy of the press release dated March 3, 2015 giving details associated with the stock repurchase plan is attached as Exhibit 99 to this report.
Item 9.01 Financial Statements and Exhibits
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(a)
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Financial statements of businesses acquired. None.
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(b)
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Pro forma financial information. None.
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(c)
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Shell company transactions: None.
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(d)
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Exhibits.
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99
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Press release dated March 3, 2015
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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.
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WOLVERINE BANCORP, INC.
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DATE: March 4, 2015
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By:
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/s/ Rick Rosinski
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Rick Rosinski
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Chief Operating Officer
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Exhibit 99
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: David H. Dunn
President and Chief Executive Officer
(989) 631-4280
Wolverine Bancorp, Inc. Announces Expansion of Stock Repurchase Program
Midland, Michigan, March 3, 2015. Wolverine Bancorp, Inc. (the “Company”) (Nasdaq: WBKC), the holding company for Wolverine Bank, announced that its Board of Directors has authorized an expansion of its stock repurchase program pursuant to which the Company intends to repurchase up to 5% of its issued and outstanding shares, or up to approximately 110,664 shares. The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. To date, Wolverine Bancorp has repurchased 365,024 shares and has 2,472 shares remaining to repurchase in the current repurchase plan.
Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.
The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any particular number of shares, and there is no guarantee as to the exact number of shares to be repurchased by the Company.
About Wolverine Bancorp, Inc, and Wolverine Bank
Wolverine Bancorp, Inc. is the parent company of Wolverine Bank. Wolverine Bank, a federally chartered, FDIC-insured savings bank, was organized in 1933. The Bank is headquartered in Midland, Michigan and provides financial services to individuals, families and businesses in the Great Lakes Bay Region of Michigan and beyond through two banking offices located in Midland, Michigan, the Midland County Seat, and a banking office and loan center located, respectively, in Frankenmuth and Saginaw, Michigan, located in neighboring Saginaw County.
This press release may contain certain forward-looking statements which are based on management's current expectations regarding economic, legislative and regulatory issues that may impact Wolverine Bank’s earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, real estate values and competition, changes in accounting principles, policies or guidelines, changes in legislation or regulation and other economic, competitive governmental, regulatory and technological factors affecting Wolverine Bank’s operations, pricing, products and services.
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