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): February 23, 2012
BANK OF THE CAROLINAS CORPORATION
(Exact name of Registrant as specified in its charter)
| NORTH CAROLINA | 000-52195 | 20-4989192 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification number) | ||
| 135 BOXWOOD VILLAGE DRIVE, MOCKSVILLE, NORTH CAROLINA | 27028 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (336) 751-5755
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)) |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 23, 2012, Bank of the Carolinas Corporation (the “Company”) received a determination letter from the staff of the Nasdaq Listing Qualifications Department (the “Staff”) stating that the Company has not regained compliance with Nasdaq Listing Rule 5450(b)(1)(C). This rule requires that companies listed on the Nasdaq Global Market maintain a market value of publicly held shares of at least $5,000,000. On August 25, 2011, the Staff notified the Company that it was not in compliance with Rule 5450(b)(1)(C) and provided the Company with a 180-day period to regain compliance with the rule. The 180-day compliance period expired on February 21, 2012.
Since the Company did not regain compliance with Rule 5450(b)(1)(C) within the 180-day compliance period, its securities will be delisted from the Nasdaq Global Market. The Company has chosen not to appeal Nasdaq’s decision due to the management time and expense involved in pursuing an appeal. Trading of the Company’s common stock will be suspended at the opening of business on Monday, March 5, 2012, and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission which will remove the Company’s securities from listing and registration on Nasdaq.
Following delisting from Nasdaq, the Company anticipates its common stock will be quoted on the OTC Pink market operated by OTC Markets Group Inc. (commonly referred to as “Pink Sheets”) until such time as the Company and its market makers can arrange for the quotation of the Company’s common stock on the OTC Bulletin Board.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release dated February 29, 2012, regarding suspension of trading on Nasdaq | |
Caution Regarding Forward-Looking Statements
This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of Registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of Registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Registrant’s control).
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.
| BANK OF THE CAROLINAS CORPORATION | ||
| By: | /s/ Stephen R. Talbert | |
| Stephen R. Talbert | ||
| President and Chief Executive Officer | ||
Dated: February 29, 2012
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release dated February 29, 2012, regarding suspension of trading on Nasdaq | |
Exhibit 99.1
PRESS RELEASE
For Immediate Release
Bank of the Carolinas Corporation Suspended from Trading on Nasdaq; Expected to be Quoted on Pink Sheets
MOCKSVILLE, NORTH CAROLINA, February 29, 2012 - Bank of the Carolinas Corporation (Nasdaq: BCAR), the parent company of Bank of the Carolinas, announced that effective March 5, 2012, trading of its common stock on the Nasdaq Stock Market will be suspended. Trading of the company’s common stock is expected to be available for quotation on the OTC Pink market, commonly referred to as the “Pink Sheets,” following the suspension from Nasdaq. The company also plans to pursue the quotation of its common stock on the OTC Bulletin Board.
The move to the Pink Sheets is the result of the company’s inability to regain compliance with Nasdaq Marketplace Rules regarding the minimum market value of the company’s publicly held shares. Companies listed on the Nasdaq Global Market must maintain a market value of publicly held shares of at least $5,000,000. The company has chosen not to appeal Nasdaq’s decision to suspend trading due to the management time and expense involved in pursuing an appeal.
Stephen R. Talbert, president and chief executive officer of the company, stated, “Clearly we are disappointed that trading in our stock on Nasdaq has been suspended. Due to market conditions, we are not in a position to satisfy Nasdaq’s continued listing requirements at this time. However, we remain committed to strengthening our company and focusing on the needs of our customers.”
The suspension of trading on Nasdaq is not expected to have any effect on the company’s operations or on the customers of Bank of the Carolinas. The Company will continue to file periodic and other reports with the Securities and Exchange Commission under applicable federal securities laws. In addition, the transition of the Company’s stock to the Pink Sheets will have no effect on the shares themselves. The Company’s shareholders remain owners of the common stock.
For further information contact:
Stephen R. Talbert
President and Chief Executive Officer
Bank of the Carolinas Corporation
(336) 751-5755
About Bank of the Carolinas Corporation
Bank of the Carolinas Corporation is the holding company for Bank of the Carolinas, a North Carolina chartered bank headquartered in Mocksville, North Carolina. It operates 10 offices in Advance, Asheboro, Cleveland, Concord, Harrisburg, King, Landis, Lexington, Mocksville, and Winston-Salem.
Forward-Looking Statements
Certain statements in this press release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such forward-looking statements include but are not limited to (1) statements regarding potential future economic recovery, (2) statements with respect to our plans, objectives, expectations, intentions and other statements that are not historical facts, and (3) other statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and “projects,” as well as similar expressions. Such statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by our Company or any person that the future events, plans or expectations contemplated by our Company will be achieved.
All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf is expressly qualified in its entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
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