Document



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) January 28, 2019
SOUND FINANCIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland
 
001-35633
 
45-5188530
(State or other jurisdiction of incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
2400 3rd Avenue, Suite 150, Seattle, Washington
 
98121
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code: (206) 448-0884
 
(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:
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))

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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






Items to be Included in this Report

Item 2.02.    Results of Operations and Financial Condition.

On January 28, 2019, Sound Financial Bancorp, Inc. (the "Company") issued a press release announcing financial results for the quarter and year ended December 31, 2018 and the declaration of a regular quarterly cash dividend on the Company's common stock of $0.14 per share. The cash dividend is payable on February 22, 2019 to stockholders of record as of the close of business on February 8, 2019. A copy of the press release is attached hereto as Exhibits 99.1 and is incorporated herein by reference.


Item 8.01. Other Events.        

On January 28, 2019, the Company announced that its Board of Directors has authorized a stock repurchase program. Under this repurchase program, the Company may repurchase up to $1,750,000 of the Company’s outstanding shares, in the open market, based on prevailing market prices, or in privately negotiated transactions, over a period beginning on January 31, 2019, continuing until the earlier of the completion of the repurchase or the next six (6) months, depending upon market conditions.

The Company’s Board of Directors also authorized management to enter into a trading plan with Keefe, Bruyette & Woods, Inc. in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Act”), to facilitate repurchases of its common stock pursuant to the above mentioned stock repurchase program. A copy of the press release is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.


Item 9.01.    Financial Statements and Exhibits.

(d)
Exhibits
99.1

99.2







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.

 
SOUND FINANCIAL BANCORP, INC.
 
 
 
 
 
Date: January 28, 2019
By:
/s/ Laura Lee Stewart
 
 
 
Laura Lee Stewart
 
 
 
President and CEO