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): November 2, 2011
Coastal Carolina Bancshares, Inc.
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation)
| 333-152331 | 33-1206107 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 2305 Oak Street | ||
| Myrtle Beach, South Carolina | 29577 | |
| (Address of principal executive offices) | (Zip Code) | |
(843) 839-2265
(Registrant’s telephone number, including area code)
(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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02. Results of Operations and Financial Condition
On November 3, 2011, Coastal Carolina Bancshares, Inc. (the “Company”), the holding company for Coastal Carolina National Bank (the “Bank”), mailed a letter to its shareholders announcing its unaudited financial results for the third quarter ended September 30, 2011. A copy of the shareholder letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On November 2, 2011, Michael D. Owens resigned from his position as Chief Executive Officer, President and Director of the Company and the Bank effective November 2, 2011. Mr. Owens’ employment agreement, which was dated May 28, 2008 and filed on July 15, 2008 with the SEC as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, was terminated in conjunction with his resignation. Having put Coastal Carolina National Bank on a solid foundation, Mr. Owens has decided to pursue new opportunities.
(c) On November 3, 2011, the Company announced that Jeff Benjamin, the Company’s Chief Credit Officer, will serve as Interim Chief Executive Officer of the Company and the Bank effective November 2, 2011, and until such time as the Company completes its search for a new Chief Executive Officer. Mr. Benjamin, age 51, has served as the Company’s Chief Credit Officer since March 2010. From September 2007 until March 2010, Mr. Benjamin served as Senior Credit Officer of 1st National Bank of the South. Mr. Benjamin also served as Senior Vice President and Credit Administrative Group Leader of Coastal Federal Bank from 1998 until August 2007.
A copy of the shareholder letter announcing Mr. Owens’ resignation and Mr. Benjamin’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On November 3, 2011, the Company mailed a letter to its shareholders announcing its unaudited financial results for the third quarter ended September 30, 2011, and announcing Mr. Owens’ resignation as Chief Executive Officer, President and Director of the Company and the Bank effective November 2, 2011, and Mr. Benjamin’s appointment as Interim Chief Executive Officer of the Company and the Bank effective November 2, 2011. The letter to shareholders is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. |
Exhibit | |
| 99.1 | Letter dated November 2, 2011 to the shareholders of the Company | |
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.
| COASTAL CAROLINA BANCSHARES, INC. | ||||||||
| Dated: November 3, 2011 | By: | /s/ Dawn Kinard | ||||||
| Dawn Kinard Chief Financial Officer | ||||||||
Exhibit 99.1
November 2, 2011
Dear Shareholder,
You have recently received a letter reviewing the Company’s financial highlights for the second quarter of 2011.
We are pleased to report that significant progress on all fronts has continued in the just completed third quarter of 2011.
Total assets were approximately $92.2 million at September 30, 2011, an increase of $20.3 million, or 28%, since December 31, 2010.
Total loans were approximately $46.6 million at September 30, 2011, an increase of $23.8 million, or 104%, since December 31, 2010.
Total deposits were approximately $77.1 million at September 30, 2011, an increase of $20.4 million, or 36%, since December 31, 2010.
Net losses for the third quarter of 2011 were approximately $41,183, compared to net losses of $286,342 for the same period in 2010.
Net losses for the first nine months of 2011 were approximately $1,206,657, compared to net losses of $1,486,819 for the same period in 2010.
Please note that the financial information contained herein are unaudited financial highlights for the quarter and nine months ending September 30, 2011. The Bank will announce full unaudited financial results in its Form 10-Q filing with the Securities and Exchange Commission, which is expected to be filed on or about November 15, 2011.
All of the results cited above reflect strong positive trends for Coastal Carolina Bancshares, Inc. and Coastal Carolina National Bank. These results have been accomplished during a period of time in which the banking industry has faced many challenges. Reduced loan demand and a smaller pool of creditworthy borrowers has been one consequence of the economic difficulties of the last few years and that has impacted the rate of growth of our loan portfolio. Management has consistently chosen to exercise prudence in making its lending decisions and this course of action has successfully protected and preserved our capital base.
These accomplishments have occurred under the leadership of Mike Owens, our CEO and President. During Mike’s tenure, your bank remained healthy while so many other community banks in our area have not been so fortunate. Mike’s experience in the banking industry has proven invaluable for a start-up bank during a recessionary time. Having put Coastal Carolina National Bank on a solid foundation, Mike has now decided to pursue new opportunities.
One of Mike’s other major accomplishments has been the creation of a top notch management team. In that light, we are pleased to announce that effective November 2nd, Jeff Benjamin, the Company’s Chief Credit Officer, will serve as Interim CEO until such time as a search for a new CEO has been completed. We are in the process of interviewing search firms and believe we will have many opportunities to attract a person of outstanding talent and vision.
We wish Mike all the best in his new activities. At the same time, we are confident that your bank is well positioned to capitalize on its many competitive advantages in the local community banking industry.
With best regards to all,
| Doug Wendel | Chester Duke | |
| Chairman, Coastal Carolina National Bank | Chairman, Coastal Carolina Bancshares, Inc. |
This letter may contain certain forward-looking statements, such as statements relating to future plans and expectations, and are thus prospective. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, economic conditions and competition, and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. 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 the Company or any person that the future events, plans, or expectations contemplated by the Company will be achieved.