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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
November 20, 2019
THE NATIONAL
SECURITY GROUP, INC.
(Exact name of
registrant as specified in its charter)
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Delaware
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0-18649
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63-1020300
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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661 East Davis
Street
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Elba, Alabama
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36323
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(Address of principal
executive offices)
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(Zip Code)
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Registrant's telephone
number, including area code:
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(334) 897-2273
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N/A
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(Former name or former
address, if changed since last report)
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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:
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o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common Stock,
par value $1.00 per
share
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NSEC
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The NASDAQ Stock Market
LLC
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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).
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Emerging
growth company 1
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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. 1
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Item 8.01.
Other Events
On November 20,
2019, the Board of Directors (the "Board") of The National Security
Group, Inc. (the "Company") authorized a common stock repurchase
program of up to $1 million of the currently outstanding shares of
the Company's common stock. Under the repurchase program, the
Company is authorized to repurchase shares in open market purchases
as well as in privately negotiated transactions from time to time
through May 31, 2020. Stock purchased under this program will be
held as treasury stock and will be available for general corporate
purposes. The repurchase program’s terms will comply with
applicable securities laws and regulations, including Rule 10b-18
of the Securities Exchange Act of 1934, as amended. The program is
also subject to market conditions, applicable legal requirements,
alternative cash needs that may arise and other factors, as
determined by Company management. The repurchase program does not
obligate the Company to acquire a specific number of shares and may
be suspended or terminated at any time. Repurchases of the
Company’s common stock will be financed primarily through free cash
flow.
Any statement
contained in this report which is not a historical fact, or which
might otherwise be considered an opinion or projection concerning
the Company or its business, whether expressed or implied, is meant
as and should be considered a forward-looking statement within the
meaning of the "safe harbor" provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are based on assumptions and opinions concerning a
variety of known and unknown risks, including but not limited to
changes in market conditions, natural disasters and other
catastrophic events, increased competition, changes in availability
and cost of reinsurance, changes in governmental regulations,
technological changes, political and legal contingencies and
general economic conditions, as well as other risks and
uncertainties more completely described in the Company’s filings
with the Securities and Exchange Commission. If any of these
assumptions or opinions proves incorrect, any forward-looking
statements made on the basis of such assumptions or opinions may
also prove materially incorrect in one or more respects and could
cause actual results to vary materially from our expected results.
Please refer to the Company's Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q filed with the Securities and
Exchange Commission for information concerning the important
factors that can cause results to differ materially from these
forward-looking statements. All forward-looking statements made in
this press release are based on information presently available to
the management of the Company. The Company assumes no obligation to
update any forward-looking statements.
On November 20,
2019, the Company issued a press release announcing the
authorization of the common stock repurchase program, a copy of
which is attached as Exhibit 99.1 to this report and is
incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit No.
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Description of
Document
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Press release, dated November
20, 2019, issued by The National Security Group, Inc.
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The National Security Group,
Inc.
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Date: November 20,
2019
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By: /s/ Brian R.
McLeod
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Brian R. McLeod
Chief Financial Officer
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