-----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, VV3wLuKf89C/E0yBg7y2n4I2kotVIUu4w3XunNu89fq/298YaKYB33tAWuJOv1WH jcBydLtFZOCQGEP4XhPQaw== 0001104659-09-067233.txt : 20091127 0001104659-09-067233.hdr.sgml : 20091126 20091127090028 ACCESSION NUMBER: 0001104659-09-067233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091124 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091127 DATE AS OF CHANGE: 20091127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST REGIONAL BANCORP CENTRAL INDEX KEY: 0000356708 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953582843 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10232 FILM NUMBER: 091209510 BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105521776 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN BANCORP DATE OF NAME CHANGE: 19880309 8-K 1 a09-34401_18k.htm 8-K

 

 

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:  November 24, 2009

(Date of earliest event reported)

 

First Regional Bancorp

(Exact name of registrant as specified in its charter)

 

California

 

000-10232

 

95-3582843

(State of

 

(Commission File Number)

 

(IRS Employer

incorporation)

 

 

 

Identification No.)

 

1801 Century Park East, Suite 800

Los Angeles, California  90067

(Address of principal executive offices, including zip code)

 

(310) 552-1776

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 November 24, 2009, First Regional Bancorp (the “Company”) received a letter from Nasdaq Stock Market (“Nasdaq”) indicating that, for the last 30 consecutive business days preceding the date of the letter, the bid price of the Company’s common stock had closed below the $1.00 minimum bid price required for continued listing on the Nasdaq Global Market under Marketplace Rule 5450(a)(1).  The notification has no effect on the listing of the Company’s common stock at this time.

 

In accordance with Marketplace Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the Nasdaq letter, or until May 24, 2010, to regain compliance with the minimum bid price rule.  To regain compliance, the closing bid price of the Company’s common stock must be at or above $1.00 per share for a minimum period of time, as determined by Nasdaq (usually 10 consecutive business days).  If the Company does not regain compliance by May 24, 2010, Nasdaq will provide written notification to the Company that the Company’s common stock is subject to delisting.  At that time, the Company may appeal Nasdaq’s delisting determination, and may submit a plan for regaining compliance with the rule (for example, by effecting a reverse stock split).    Alternatively, the Company could apply to transfer its common stock to The Nasdaq Capital Market (formerly the Nasdaq SmallCap Market) prior to that date if it satisfies all of that market’s initial listing requirements, other than the minimum bid price requirement.  If the Company applies for such transfer and is approved, then the Company would have an additional 180 days to regain compliance with the minimum bid price rule while listed on The Nasdaq Capital Market.

 

The Company issued a press release announcing its receipt of the notice from Nasdaq described herein.  A copy of the press release is attached hereto as Exhibit 99.

 

Item 9.01                                           Financial Statements and Exhibits

 

(d)                                 Exhibits

 

99                                  Press Release of First Regional Bancorp, dated November 25, 2009

 

First Regional Bancorp is a bank holding company headquartered in Century City, California.  Its subsidiary, First Regional Bank, specializes in providing businesses and professionals with the management expertise of a major bank and the personalized service of an independent.

 

# # #

 

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical fact, included herein may constitute forward-looking statements.  Although First Regional believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Important factors that could cause actual results to differ materially from First Regional’s expectations include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which First Regional conducts its operations.

 

Statements made herein are made as of the date hereof only.  The Company shall have no obligation to update information and forward-looking statements presented herein.

 

2


 

SIGNATURE

 

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:  November 27, 2009

 

 

FIRST REGIONAL BANCORP

 

 

 

 

 

By:

/s/ Thomas E. McCullough

 

 

Thomas E. McCullough

 

 

Corporate Secretary

 

3


 

Exhibit Index

 

99                                  Press Release of First Regional Bancorp, dated November 25, 2009.

 

4

 EX-99 2 a09-34401_1ex99.htm EX-99

Exhibit 99

 

News Release

 

First Regional

 

1801 Century Park East

Bancorp

 

Century City, California 90067

 

 

Telephone (310) 552-1776

 

 

Facsimile (310) 552-1772

 

IMMEDIATE RELEASE

 

FIRST REGIONAL BANCORP RECEIVES NASDAQ NOTICE

 

CENTURY CITY, CALIFORNIA (November 25, 2009) - First Regional Bancorp (NASDAQ-GSM: FRGB) today reported it was contacted by the Nasdaq Stock Market, on November 24, 2009, regarding its listing status under Marketplace Rule 5450(a)(1) because its common stock was below Nasdaq’s minimum bid price of $1.00 per share for 30 consecutive business days.  The notification has no effect on the listing of the company’s common stock at this time.

 

If, by May 24, 2010, the bid price of the company`s shares closes at $1.00 per share or more for a minimum period of time, as determined by Nasdaq (usually 10 consecutive business days), Nasdaq will provide the company written confirmation that the company’s shares will not be delisted.  If the company does not regain compliance by May 24, 2010, Nasdaq will provide written notification that the company’s shares are subject to delisting.  At that time, the company may appeal Nasdaq’s delisting determination, and may submit a plan for regaining compliance with the rule (for example, by effecting a reverse stock split).  Alternatively, the company could apply to transfer its common stock to The Nasdaq Capital Market (formerly the Nasdaq SmallCap Market) prior to that date if it satisfies all of that market’s initial listing requirements, other than the minimum bid price requirement.  If the company applies for such transfer and is approved, then the company would have an additional 180 days to regain compliance with the minimum bid price rule while listed on The Nasdaq Capital Market.

 

First Regional Bancorp is a bank holding company headquartered in Century City, California.  Its subsidiary, First Regional Bank, specializes in providing businesses and professionals with the management expertise of a major bank and the personalized service of an independent.

 

# # #

 

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical fact, included herein may constitute forward-looking statements.  Although First Regional believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Important factors that could cause actual results to differ materially from First Regional’s expectations include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which First Regional conducts its operations.

 

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