0001730984false00017309842021-02-222021-02-22

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): February 22, 2021

BAYCOM CORP

(Exact name of registrant as specified in its charter)

California

    

001-38483

    

37-1849111

(State or other jurisdiction of
incorporation or organization)

(Commission
File No.)

(I.R.S. Employer
Identification No.)

500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA

    

94596

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (925) 476-1800

Not Applicable

(Former name or former address, if changed from 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BCML

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. 

Item 8.01. Other Events.     

On February 22, 2021, BayCom Corp (“BayCom”), the parent company of United Business Bank, today announced that its Board of Directors (the “Board”) approved a stock repurchase program for the repurchase of up to 560,000 shares of its common stock, or approximately 5% of its outstanding shares, over a one year period through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934.

The Board also authorized the Company to establish “Rule 10b5-1 trading plans.” Rule 10b5-1 trading plans allow companies to repurchase shares at times when they might otherwise be prevented from doing so by securities laws or because of self-imposed trading blackout periods. Under any Rule 10b5-1 trading plan the Company might adopt, the Company’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company’s common stock in accordance with the terms of the plan.

 

“We are pleased to announce our fourth stock repurchase program which reflects our commitment to manage our capital prudently and in a manner which we believe will enhance shareholder value” said George Guarini, President and Chief Executive Officer. Mr. Guarini went on to say, “Implementing this additional stock repurchase program continues to be one of the strategies the Board believes is integral to the effective management of our capital.”

Repurchases are expected to commence on February 23, 2021.  The actual timing, number and value of shares repurchased under the stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. The share buyback program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time.

A copy of the press release in filed with this report and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(a)

Not applicable.

 

(b)

Not applicable.

 

(c)

Not applicable.

 

(d)

The following exhibits are included with this Report:

 

Exhibit No.

 

Description

 

99.1

Press release dated February 22, 2021 announcing adoption of a stock repurchase program

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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 thereunto duly authorized.

BAYCOM CORP

Date: February 22, 2021

/s/ Keary L Colwell

Keary L. Colwell, Senior Executive

Vice President, Chief Financial Officer

(Principal Financial and Accounting

Officer) and Secretary