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EX-99.1 - EXHIBIT 99.1 - FIRST US BANCSHARES INCex_122017.htm

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): August 16, 2018

 

 

  First US Bancshares, Inc.   
  (Exact Name of Registrant as Specified in Charter)  

                             

 

Delaware

 

0-14549

 

63-0843362

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

3291 U.S. Highway 280

Birmingham, Alabama 35243

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s telephone number, including area code: (205) 582-1200

 

N/A

(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))

 

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 §230.405).                                                                                                                                             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 standard provided pursuant to Section 13(a) of the Exchange Act.                                                                                                                              ☐

 

 

 

 

Item 8.01.           Other Events.

 

On August 16, 2018, First US Bancshares, Inc. (the “Company”) issued a press release announcing the receipt of all required regulatory approvals for the acquisition by the Company of The Peoples Bank, a Virginia banking corporation, and the subsequent merger of The Peoples Bank with and into First US Bank, a wholly owned subsidiary of the Company. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01.           Financial Statements and Exhibits.

 

(d) Exhibits  
     
 

Exhibit Number

Exhibit

     
 

99.1

Press Release dated August 16, 2018

 

 

Forward-Looking Statements

 

Certain statements within this Current Report on Form 8-K constitute forward-looking statements, as defined by federal securities laws. Statements contained in this report that are not historical facts are forward-looking statements. These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management. The Company undertakes no obligation to update these statements following the date of this report, except as required by law. In addition, the Company, through its senior management, may make from time to time forward-looking public statements concerning the matters described herein. Such forward-looking statements are necessarily estimates reflecting the best judgment of the Company’s senior management based upon current information and involve a number of risks and uncertainties. Certain factors that could affect the accuracy of such forward-looking statements are identified in the public filings made by the Company with the Securities and Exchange Commission, and forward-looking statements contained in this report or in other public statements of the Company or its senior management should be considered in light of those factors. Specifically, with respect to statements relating to the proposed acquisition of The Peoples Bank, these factors include, but are not limited to, the possibility that modifications to the terms of the transaction may be required in order to satisfy any regulatory and other approvals and conditions to the proposed transaction; delays in closing the transaction; difficulties, delays and unanticipated costs in integrating the organizations’ businesses or realized expected cost savings and other benefits; business disruptions as a result of the integration of the organizations, including possible loss of customers; diversion of management time to address transaction-related issues; and changes in asset quality and credit risk as a result of the transaction. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements.

 

 

 

 

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.

 

 

Dated: August 16, 2018

FIRST US BANCSHARES, Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Thomas S. Elley

 

 

Name:    Thomas S. Elley

 

  Chief Financial Officer