false 0001487052 0001487052 2019-10-21 2019-10-21

 

 

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): October 21, 2019

 

LEGACYTEXAS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-34737

 

27-2176993

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

     

5851 Legacy Circle, Plano, Texas

 

75024

(Address of principal executive offices)

 

(Zip Code)

(972) 578-5000

(Registrant’s telephone number, including area code)

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))

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, par value $0.01 per share

 

LTXB

 

Nasdaq Global Select Market

Indicate by checkmark 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 checkmark 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 October 21, 2019, LegacyTexas Financial Group, Inc. (“Legacy”) announced that it had provided formal notice to The Nasdaq Stock Market LLC (“NASDAQ”) of its (i) intention to voluntarily delist its common stock from the NASDAQ Global Select Market in connection with the previously-announced proposed merger with Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), pursuant to which Legacy would merge with and into Prosperity and Prosperity would continue as the surviving entity and (ii) request that NASDAQ delist its shares of common stock on or about November 1, 2019. As a result, Legacy expects that the last trading day of its common stock on the NASDAQ Global Select Market will be on or about October 31, 2019.

A copy of the press release, dated October 21, 2019 is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit

    No.    

   

Description

         
 

Exhibit 99.1

   

Press Release dated October 21, 2019

         
 

Exhibit 104

   

Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.


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.

Date: October 21, 2019

LEGACYTEXAS FINANCIAL GROUP, INC.

     

By:

 

/s/ J. Mays Davenport

 

J. Mays Davenport, Executive Vice President and Chief Financial Officer

 

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