-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VOY02kk3QTa2DLuKK+2O/LuZcY1I3iV6q9aNDM6JghXAPxTzw25MsXSuGqdVjFUD LGvCIHRmNSirrdhU3L/Www== 0000950124-06-003101.txt : 20060601 0000950124-06-003101.hdr.sgml : 20060601 20060601155455 ACCESSION NUMBER: 0000950124-06-003101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060530 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060601 DATE AS OF CHANGE: 20060601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY SHORES BANK CORP CENTRAL INDEX KEY: 0001070523 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 383423227 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51166 FILM NUMBER: 06880111 BUSINESS ADDRESS: STREET 1: 1030 W. NORTON AVENUE CITY: MUSKEGON STATE: MI ZIP: 49441 BUSINESS PHONE: 2317801800 MAIL ADDRESS: STREET 1: 1030 W. NORTON AVENUE CITY: MUSKEGON STATE: MI ZIP: 49441 8-K 1 k05776e8vk.txt CURRENT REPORT, DATED MAY 30, 2006 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): MAY 30, 2006 ---------- COMMUNITY SHORES BANK CORPORATION (Exact name of registrant as specified in its charter) MICHIGAN 000-51166 38-3423227 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number)
1030 W. NORTON AVENUE, MUSKEGON, MICHIGAN 49441 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 231-780-1800 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Resignation of Mr. Infante On May 30, 2006, Jose' Infante resigned as Chairman of the Board, President and Chief Executive Officer of Community Shores Bank Corporation (the "Company") and as Vice Chairman of its subsidiary, Community Shores Bank (the "Bank"). On May 31, 2006, Mr. Infante resigned as a director of the Bank. While Mr. Infante is no longer an officer or employee of the Company, the Bank or its subsidiaries, he remains a member of the Board of Directors of the Company. Election of Ms. Brolick to the Board and as President and Chief Executive Officer On May 31, 2006, the Board of Directors of the Company promoted Heather Brolick to the office of President and Chief Executive Officer of the Company. In addition, Ms. Brolick will continue to serve as President, Secretary, and as a director of the Bank, and will also be the Bank's Chief Executive Officer. Ms. Brolick has over 25 years of commercial banking experience. She has served as Senior Vice President of the Company since 1998, President and Chief Operating Officer of the Bank since September of 2003, a member of the Board of Directors of the Bank since December of 2003, and Secretary of the Company, and Secretary of the Bank since 2000. She also served as Senior Vice President Retail Lending and Operations of the Bank from 1999 through September of 2003, and Chief Operating Officer of the Bank from 2001 through September of 2003. Ms. Brolick is a Board member of Hospice of Muskegon-Oceana, an Ambassador and Board member with the Chamber of Commerce Grand Haven, Spring Lake, Ferrysburg and a Board member and Treasurer of the West Shore Symphony Orchestra. Related Party Transaction Disclosures Pertaining to Ms. Brolick On November 4, 2005, the Bank entered into a Purchase Agreement with Williamsburg Court Apartments, LLC, a Michigan limited liability company ("Williamsburg Court"), to purchase 1.25 acres of real property located in Grand Haven, Michigan for $1,125,000. The property includes apartments that the Bank plans to tear down and remove. The purchase was completed on December 16, 2005. The Bank intends on using the land to build a branch for its Grand Haven banking location. Williamsburg Court has advised the Company that it is 50% owned by Walter G. Deardorff and 50% owned by William J. Fettis. Mr. Deardorff is the father of Ms. Brolick. In addition, effective December 16, 2005, the Bank entered into a Property Management Agreement with Williamsburg Court under which Williamsburg Court agreed to serve as property management agent for the apartments now on the land until they are demolished, or December 31, 2006, whichever occurs first. The Bank has agreed to pay Williamsburg Court $1 per day for its services as property management agent. The Bank has had, and expects in the future to have, loan and other financial transactions in the ordinary course of business with Ms. Brolick and other directors and executive officers, and their family members, on substantially the same terms as those prevailing for comparable transactions with others. All such transactions (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the time for comparable transactions with other persons, and (iii) in the opinion of management did not involve more than the normal risk of collectibility or present other unfavorable features. As of May 31, 2006, the Bank had outstanding 11 loans and other credit arrangements to Ms. Brolick and members of her immediate family, and affiliated entities, totaling approximately $2.2 million in aggregate amount outstanding, under commitments totaling approximately $2.8 million. ITEM 7.01 REGULATION FD DISCLOSURE. The Company issued a press release dated June 1, 2006 announcing a change in management. A copy of the press release is attached to this report as Exhibit 99.1. The information under Item 7.01 in this current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under Item 7.01 in this Current Report on Form 8-K will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference. The furnishing of the information under Item 7.01 in this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by the Company that the information under Item 7.01 in this Current Report on Form 8-K is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits.
Exhibit Number Description - -------------- ----------- 99.1 Press release of Community Shores Bank Corporation announcing a management change.
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. COMMUNITY SHORES BANK CORPORATION By: /s/ Tracey A. Welsh --------------------------------- Tracey A. Welsh Senior Vice President, Chief Financial Officer and Treasurer Date: June 1, 2006 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 99.1 Press release of Community Shores Bank Corporation reporting earnings and other financial results for the first quarter of 2006
EX-99.1 2 k05776exv99w1.txt PRESS RELEASE OF COMMUNITY SHORES BANK CORPORATION Exhibit 99.1 [COMMUNITY SHORES BANK LOGO] FOR FURTHER INFORMATION: AT COMMUNITY SHORES BANK CORPORATION: Heather D. Brolick Tracey A. Welsh President and CEO Senior VP and CFO 231-780-1800 231-780-1847 hbrolick@communityshores.com twelsh@communityshores.com MEDIA CONTACT: Linda M. Margolin Margolin & Associates, Inc. 216-932-1755 lmm@margolinIR.com COMMUNITY SHORES ANNOUNCES MANAGEMENT CHANGE MUSKEGON, Mich. - June 1, 2006 - Community Shores Bank Corporation (Nasdaq: CSHB) (the "Corporation") announced that Jose Infante, Chairman, President and Chief Executive Officer of the Corporation, and Vice Chairman of Community Shores Bank (the "Bank"), has resigned from the Corporation, effective May 30. At a meeting of the Board of Directors held yesterday, Heather D. Brolick, President of the Bank, was named President and Chief Executive Officer of the Corporation. Subject to a change in the bylaws of the Corporation, the Board plans to name a non-executive Chairman from its present board membership. Ms. Brolick has over 25 years of commercial banking experience. She has served as Senior Vice President of the Corporation since 1998, President and Chief Operating Officer of the Bank since September of 2003, a member of the Board of Directors of the Bank since December of 2003, and Secretary of the Corporation and of the Bank since 2000. She also served as Senior Vice President for Retail Lending and Operations of the Bank from 1999 through September of 2003, and Chief Operating Officer of the Bank from 2001 through September of 2003. Ms. Brolick was a member of the team that founded Community Shores in 1998, along with Ralph Berggren, Senior Vice President and Chief Lending Officer, and Tracey A. Welsh, Senior Vice President, Treasurer, and Chief Financial Officer, and Mr. Infante. Commenting on the future of Community Shores, Ms. Brolick stated, "We have the same team in place that has successfully grown the bank to $225 million in assets over the past seven years. I am confident that this team of professional and highly-qualified bankers will continue to execute our branching initiatives and strategies to support growth and profitability. We are committed Exhibit 99.1 to customer service that is unsurpassed in our markets as we meet the financial needs of local businesses and residents in the communities where we live." Although the company does not provide EPS guidance, Ms. Brolick emphasized that this management change is not connected to any deterioration in the financial condition or performance of Community Shores Bank Corporation; 2006 performance continues to be in line with previous discussions and expectations for the year. Ms. Brolick is a board member of Hospice of Muskegon-Oceana, an Ambassador and board member of the Chamber of Commerce of Grand Haven-Spring Lake-Ferrysburg, and a board member and Treasurer of the West Shore Symphony Orchestra. She holds a bachelors degree from the University of Redlands, California and received a diploma from the Graduate School of Banking in Madison, Wisconsin. She has been a resident of Northern Ottawa County for the past 16 years. ABOUT THE COMPANY Community Shores Bank Corporation is the only independent community banking organization headquartered in Muskegon. The Company serves businesses and consumers in the western Michigan counties of Muskegon and Ottawa from three branch offices. Community Shores Bank opened for business in January 1999, and has grown to $225 million in assets. The Company's stock is listed on the NASDAQ Capital Market under the symbol `CSHB.' For further information, please visit the Company's web site at: www.communityshores.com. FORWARD LOOKING STATEMENTS This news release contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. Actual results may differ materially from the results expressed in forward-looking statements. Factors that might cause such a difference include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulation; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in the national and local economy; and other factors, including risk factors, referred to from time to time in filings made by Community Shores with the Securities and Exchange Commission. Community Shores undertakes no obligation to update or clarify forward-looking statements, whether as a result of new information, future events or otherwise. # # # # -----END PRIVACY-ENHANCED MESSAGE-----