-----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, A4v2QXfm3FqJySGJSLZydQ2ycgk57/ODlqG7Dohf8RX4rj532d2IzvQmKHlxpEJz wKR0JyIxBsAKqFKrkISB3Q== 0001144204-06-042419.txt : 20061016 0001144204-06-042419.hdr.sgml : 20061016 20061016161648 ACCESSION NUMBER: 0001144204-06-042419 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061012 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: 20061016 DATE AS OF CHANGE: 20061016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL MERCHANTS BANCSHARES INC CENTRAL INDEX KEY: 0000913072 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 010471507 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24715 FILM NUMBER: 061146464 BUSINESS ADDRESS: STREET 1: 201 MAIN ST CITY: BANGOR STATE: ME ZIP: 04401 BUSINESS PHONE: 2079424800 MAIL ADDRESS: STREET 1: 201 MAIN STREET CITY: BANGOR STATE: ME ZIP: 04401 8-K 1 v054921_8k.htm
 
 
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): October 12, 2006
 
Merrill Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
 
Maine
(State or other jurisdiction of incorporation)
000-24715
(Commission File Number)
01-0471507
(IRS Employer Identification No.)

201 Main Street, Bangor, Maine 04401
(Address of principal executive offices, including zip code)
 
Registrant’s telephone number, including area code: (207) 942-4800
 
Not Applicable
(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))
 


 
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) Nasdaq Notice of Technical Listing Violation Received; Violation Has Been Fully Corrected.

On May 4, 2006, Michael Shea was elected to the board of directors of Merrill Merchants Bancshares, Inc. (the “Company”) at the Company’s annual meeting of shareholders. The board appointed Mr. Shea to the Company’s audit committee to fill the vacancy left by the resignation of Susan B. Singer. On October 12, 2006, the Company received written notice from Nasdaq indicating that between September 23, 2005 and May 4, 2006, the Company had been out of compliance with Nasdaq’s audit committee composition requirement as set forth in Marketplace Rule 4350(d)(2). This notification was due to the Company’s audit committee only having two members during the period between Ms. Singer’s resignation on September 23, 2005, and Mr. Shea’s appointment on May 4, 2006.

As a result of Mr. Shea’s appointment, the Company’s audit committee is now comprised of three independent directors and the Company is in compliance with Marketplace Rule 4350(d)(2). In its letter dated October 12, 2006, Nasdaq agreed that the Company had gained compliance and that the matter is closed. As a result, the Company is taking no formal action in response to the Nasdaq letter.

Item 9.01. Financial Statements and Exhibits.

The following exhibit is furnished with this report on Form 8-K:

   
Exhibit No.        
 
99.1    
Description
 
Press release dated October 16, 2006.
  


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.

     
  Merrill Merchants Bancshares, Inc.
 
 
 
 
 
 
  By:   /s/ Deborah A. Jordan
 
Deborah A. Jordan
Chief Financial Officer
Dated: October 16, 2006


EX-99.1 2 v054921_ex99-1.htm
Exhibit 99.1

Merrill Merchants Bancshares, Inc. Adds
Third Independent Director To Audit Committee

Bangor, Maine, October 16, 2006: Merrill Merchants Bancshares, Inc. (the “Company”) (Nasdaq: MERB) today announced that Michael T. Shea, an existing member of the Company’s board of directors, was appointed to the Company’s audit committee, effective May 4, 2006. Mr. Shea’s appointment filled the vacancy on the audit committee created by Susan Singer, who resigned from the Company’s board of directors on September 23, 2005.
 
Prior to Mr. Shea’s appointment, the Company’s audit committee consisted of two independent directors rather than the three independent directors required under Nasdaq Marketplace Rule 4350(d)(2) as a result of Ms. Singer’s resignation. On October 12, 2006, Nasdaq’s Listing Qualifications Department informed the Company by letter that it had not been in compliance with Marketplace Rule 4350(d)(2) during the transition period between September 23, 2005 and May 4, 2006. However, Nasdaq acknowledged in the same letter that, as a result of Mr. Shea’s appointment, the Company had regained compliance and the matter is now closed.
 
For further information contact:

Edwin N. Clift, Chairman and Chief Executive Officer (eclift@merrillmerchants.com)
Deborah A. Jordan, Chief Financial Officer (djordan@merrillmerchants.com)
Merrill Merchants Bancshares, Inc.
www.merrillmerchants.com
(207) 942-4800

 
 

 
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