FFD Financial Intends to Delist From NASDAQ and Deregister From SEC Reporting
29 Maio 2012 - 5:33PM
FFD Financial Corporation ("Company") (Nasdaq:FFDF), the holding
company of First Federal Community Bank, National Association
("Bank") announced that it has notified the NASDAQ Stock Market of
its intent to voluntarily delist its common stock from the NASDAQ
Capital Market, and to file a Form 25, Notification of Removal from
Listing and/or Registration, with the Securities and Exchange
Commission ("SEC") on or about June 11, 2012. The Company
anticipates that its shares will trade on the over-the-counter
markets following its delisting. The Company intends to file a Form
15 with the SEC to deregister its common shares upon the
effectiveness of its delisting, which will be on or about June 21,
2012. The Company is eligible to deregister pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended by the
Jumpstart Our Business Startups Act, commonly referred to as the
JOBS Act, because it has fewer than 1,200 holders of record of its
common shares. The Company expects that its obligation to file
periodic reports such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K will be
suspended after the filing of Form 15.
After thorough consideration, the Company's Board
of Directors determined it was in the best interests of the Company
and its shareholders to delist and deregister the Company's common
shares. This decision was based upon the consideration of
numerous factors. These include (i) the disproportionately
high costs of preparing and filing periodic reports with the SEC
and complying with NASDAQ listing rules; (ii) the substantial
accounting, audit, legal and other expenses associated with being a
public company; (iii) the significant additional demands placed on
management and Company personnel to comply with reporting
requirements; and (iv) the historically low trading volume in the
Company's shares.
"We expect to avoid significant costs associated
with being a reporting company and the savings will directly
benefit the Company's earnings and regulatory capital," said Trent
Troyer, President & CEO of the Company. "In addition, our
management team will be able to refocus considerable time and
effort from complying with complex SEC reporting requirements and
NASDAQ rules to operating the business of the company."
FFD Financial Corporation is currently traded on the NASDAQ
Capital Market under the symbol FFDF. First Federal Community
Bank has full service offices in downtown Dover, downtown New
Philadelphia, on the Boulevard in Dover, Sugarcreek and
Berlin. The Company maintains an interactive web site at
www.onlinefirstfed.com .
Certain statements contained in this new release
are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements
involve inherent risks and uncertainties, and may address our
financial condition, results of operations, plans, objectives,
future performance and business. Forward-looking statements
may generally be identified by the words "may," "expected,"
"anticipated," "estimated," "intends," "believes," "plans," "will,"
"would," "should," "could," "might," "can," or similar
words. Actual results could differ materially from those
expressed or implied, and therefore the forward-looking statements
should be considered in light of these
factors. Forward-looking statements speak only as of the date
made and the Company does not undertake to revise or update them to
reflect changes or events that occur after that date. There are a
number of important factors that could cause future results to
differ materially from historical performance and these
forward-looking statements. Factors that might cause such a
difference include, but are not limited to: general economic
conditions and weakening in the economy, specifically the real
estate market, either nationally or in the Company's market area;
deteriorating credit and asset quality; political developments,
wars or other hostilities may disrupt or increase volatility in
securities markets or other economic conditions; changes in the
interest rate environment and reductions in interest margins;
prepayment speeds, loan origination and sale volumes, charge-offs
and loan loss provisions; the Company's ability to maintain
required capital levels and adequate sources of funding and
liquidity; competitive pressures among depository institutions;
effects of critical accounting policies and judgments; required
changes in accounting policies or procedures; legislative or
regulatory changes or actions, including the recently enacted
Dodd-Frank Wall Street Reform and Consumer Protection Act;
technological changes; customer growth and retention; product
demand; inflation, interest rates and monetary fluctuations;
changes in consumer spending and savings habits; the Company's
ability to attract and retain key personnel; and the Company's
reputation.
CONTACT: Trent B. Troyer, President & CEO
330-364-7777 or trent@onlinefirstfed.com
Robert R. Gerber, SVP & CFO
330-364-7777 or rgerber@onlinefirstfed.com
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