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): October 28, 2010
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 0-51331 | 75-3199276 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
| 15W060 North Frontage Road, Burr Ridge, Illinois | 60527 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 894-6900
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):
| ¨ | 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)) |
| Item 7.01. | Regulation FD Disclosure |
BankFinancial Corporation (the “Company”) will review third quarter 2010 results in a conference call and webcast for stockholders and analysts on Tuesday, November 2, 2010 at 9:30 a.m. Chicago Time.
The conference call may be accessed by calling (888) 396-2386 and using participant passcode 75534673. The conference call will be simultaneously webcast at www.bankfinancial.com, under Stockholder Information.
The information in the preceding paragraphs is considered to be “furnished” under the Securities Exchange Act of 1934, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
| Item 8.01. | Other Events. |
On October 28, 2010, the Company announced that its Board of Directors has declared a cash dividend of $0.07 per common share. The dividend will be payable on December 3, 2010 to stockholders of record on November 10, 2010.
In addition, the Board of Directors announced that it has extended the expiration date of the Company’s current share repurchase authorization from November 15, 2010 until May 16, 2011. As of October 25, 2010, the Company had repurchased 4,239,134 shares of its common stock out of the 5,047,423 shares that had been previously authorized for repurchase.
As previously disclosed, the authorization permits shares to be repurchased in open market or negotiated transactions, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The authorization will be utilized at management’s discretion, subject to the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements, and to price and other internal limitations established by the Board of Directors. The authorization may be suspended, terminated or modified at any time prior to May 16, 2011 for any reason, including, without limitation, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors will also affect the timing and amount of share repurchases.
Copies of the press releases are attached as Exhibit 99.1 and 99.2 to this Current Report.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Not Applicable. |
| (b) | Not Applicable. |
| (c) | Not Applicable. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated October 28, 2010 | |
| 99.2 | Press Release dated October 28, 2010 | |
3
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.
| BANKFINANCIAL CORPORATION | ||||||
| (Registrant) | ||||||
| Dated: October 28, 2010 | By: | /s/ F. Morgan Gasior | ||||
| F. Morgan Gasior | ||||||
| Chairman of the Board, Chief Executive Officer and President | ||||||