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 27, 2015

 

 

CASS INFORMATION SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Missouri		000-20827		43-1265338
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

12444 Powerscourt Drive, Suite 550 St. Louis, Missouri		63131
(Address of principal executive offices)		(Zip Code)

(314) 506-5500

(Registrant’s telephone number, including area code)

 

 

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.

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

 

 

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Item 2.02.

Results of Operations and Financial Condition.

On January 29, 2015, Cass Information Systems, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2014. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information reported under this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2015, John F. Pickering retired from his position as the Company’s President-Transportation Information Services as part of the Company’s ongoing succession plan. Mr. Pickering’s retirement will be effective as of February 1, 2015, after which he will remain at the Company and serve in a non-executive officer role.

 

Item 8.01.

Other Events.

Also on January 29, 2015, the Company announced that its Board of Directors declared a first quarter cash dividend of $0.21 per share payable on March 16, 2015 to shareholders of record on March 5, 2015.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit Number		Description
99.1		Press release issued by Cass Information Systems, Inc. dated January 29, 2015.

 

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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: January 29, 2015

 

 

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