SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2018
Luther Burbank Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification number)
520 Third St, Fourth Floor, Santa Rosa, California
(Address of principal executive offices)
Registrant's telephone number, including area code: (844) 446-8201
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. ☐
ITEM 8.01. OTHER EVENTS
Luther Burbank Corporation (the “Company”) has previously announced the repurchase of up to $15.0 million of the Company’s common stock pursuant to a formal program adopted in August 2018 (the “Repurchase Program”). Effective December 14, 2018, the Company adopted a stock repurchase plan (the “Plan”) in accordance with, and as a part of, the Repurchase Program. The Plan has been adopted in accordance with guidelines specified by Rule 10b5-1 and under Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and the Company’s Insider Trading Policy. The Plan is effective from December 17, 2018 until two days following the Company’s release of its 2018 year-end financial results.
Rule 10b5-1 permits corporate officers, directors, and companies to adopt written, pre-arranged stock trading plans when they are not in possession of material, non-public information. Using these plans, insiders may spread stock trades over a period regardless of any material non-public information they may receive after adopting their plans. In accordance with Rule 10b5-1, the Company will have no discretion over the repurchase of shares of common stock under the Plan. Rule 10b-18 provides a company with a non-exclusive safe harbor from liability under certain market manipulation rules when repurchases of the company’s common stock in the market are made under the rule’s conditions. In accordance with Rule 10b-18, the Company intends to satisfy the required manner, timing, price, and volume conditions under the Plan.
Under the Plan, shares of common stock may be repurchased in open market transactions or privately negotiated transactions subject to the satisfaction of certain conditions. Repurchases will be administered through an independent broker. Transactions under the Plan will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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.
LUTHER BURBANK CORPORATION
DATED: December 14, 2018
By: /s/ Laura Tarantino
Executive Vice President and Chief Financial Officer
Luther Burbank Corporation
LUTHER BURBANK CORPORATION
ANNOUNCES SYSTEMATIC REPURCHASE PLAN
SANTA ROSA, Calif. (Dec. 14, 2018) - Luther Burbank Corporation (the “Company”) (NASDAQ: LBC), the holding company for Luther Burbank Savings (the “Bank”), today announced it has adopted a systematic repurchase plan (the “Plan”) under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate the repurchase of shares as part of its previously authorized stock repurchase program. The Plan enables shares to be purchased during an otherwise self-imposed blackout period between the fifteenth day of the last month of the quarter and the reporting of the Company’s financial results. The Company had approximately $15.0 million available under its outstanding repurchase authorization as of September 30, 2018.
“This repurchase plan is a demonstration of the Board’s and management’s confidence in Luther Burbank Corporation and in the ability of my successor, Simone Lagomarsino, to continue our long history of success and creation of shareholder
value,” stated John G. Biggs, the Company’s outgoing chief executive officer.
The Plan is effective from December 17, 2018 until two days following the Company’s release of its 2018 year-end financial results. Repurchases are subject to SEC regulations as well as certain price, market, volume and timing constraints as defined in the Plan. There can be no assurance as to the exact number, or aggregate value, of shares of common stock that may be repurchased by the Company.
About Luther Burbank Corporation
Luther Burbank Corporation is a publicly owned company traded on the NASDAQ Capital Market under the symbol “LBC.” The Company is headquartered in Santa Rosa, California with total assets of $6.7 billion, total loans of $5.9 billion and total deposits of $4.9 billion as of September 30, 2018. It operates primarily through its wholly-owned subsidiary, Luther Burbank Savings, an FDIC insured, California-chartered bank. Luther Burbank Savings executes on its mission to improve the financial future of customers, employees and shareholders by providing personal banking and business banking services. It offers consumers a host of highly competitive depository and mortgage products coupled with personalized attention. Business customers benefit from boutique-quality service along with access to products which meet their unique financial needs from the convenience of online and mobile banking, robust cash management solutions, and high-yield liquidity management products to multifamily and commercial lending. Currently operating in California, Oregon and Washington, from nine branches in California, one branch in Washington and nine lending offices located throughout the market area, Luther Burbank Savings is an equal housing lender. For additional information, please visit lutherburbanksavings.com.
Cautionary Statements Regarding Forward-Looking Information
This communication contains a number of forward-looking statements, which involve a number of risks and uncertainties. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not a guarantee of future performance and that actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors. Such factors include, without limitation, those listed from time to time in reports that the Company files with the Securities and Exchange Commission, including, but not limited to, the “Risk Factors” referenced in our Annual Report on Form 10-K for the year ended December 31, 2017. These forward-looking statements are made as of the date of this communication, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by law.