- Current report filing (8-K)
18 Maio 2010 - 5:52PM
Edgar (US Regulatory)
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):
May 18, 2010
Pacific State Bancorp
(Exact name of registrant as specified in its charter)
California
|
0-49892
|
61-1407606
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
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1899 W. March
Lane
Stockton, California
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95207
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant's
telephone number, including area code:
(209) 870-3207
_____________________________________________________________________
(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
|
Pacific State Bancorp ("Bancorp") (NASDAQ: PSBC), the parent
company of Pacific State Bank, Stockton, California, today announced that it
received a letter from The NASDAQ Stock Market (NASDAQ) on May 12, 2010
notifying Bancorp of a staff determination that Bancorp has not complied with
Nasdaq Listing Rule 5550(a)(2) (the "Rule"). Bancorp had initially
been notified on November 10, 2009 that the bid price of its common stock had
closed at less than $1.00 per share over the previous 30 consecutive trading
days.
In accordance with Listing Rule 5810(c)(3)(A), Bancorp was
provided 180 calendar days, or until May 10, 2010, to regain compliance with
the Rule. Because Bancorp has not regained compliance, the Nasdaq Staff has
determined to delist Bancorp's securities from the Capital Market.
Accordingly, trading of Bancorp's common stock will be suspended at the opening
of business on May 19, 2010 and a Form 25-NSE will be filed with the Securities
and Exchange Commission (the "SEC"), which will remove Bancorp's securities from
listing and registration on Nasdaq Stock Market.
Bancorp was advised by Nasdaq that Bancorp may appeal the Nasdaq
Staff's determinations to a Nasdaq Hearings Panel (the "Panel"), pursuant to
the procedures set forth in the NASDAQ Marketplace Rule 5800 Series. However, Bancorp
does not plan to appeal the determination. The Company has decided to move the trading
of its common stock to the
OTC Bulletin Board ("OTCBB"). Bancorp's securities will
not be immediately eligible to trade on the OTCBB or in the "Pink Sheets." The
securities may become eligible if a market maker makes application to register
in and quote the security in accordance with SEC Rule 15c2-11, and such application
(a "Form 211") is cleared. Only a market maker, not Bancorp, may file a Form
211. Pursuant to FINRA Marketplace Rules 6530 and 6540, a Form 211 cannot be
cleared if the issuer is not current in its filing obligations. Bancorp filings
are current. Management will take steps to establish trading on the OTC
Bulletin Board and will give notice as soon as this is accomplished.
On May 18, 2010, Bancorp issued a press release announcing the
receipt of the Nasdaq staff determination letter, a copy of the press release
is attached as Exhibit 99.1 hereto and is incorporated by reference.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K, including the exhibit hereto, may contain
forward-looking statements that are made pursuant to the safe harbor provisions
of Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements in this Current Report on Form 8-K are not
historical facts, do not constitute guarantees of future performance and are
based on numerous assumptions which, while believed to be reasonable, may not
prove to be accurate. These forward-looking statements include, but are not
limited to, the effect of interest rate and currency exchange fluctuations;
competition in the financial services market for both deposits and loans; the
effect of regulatory and legislative action; regional and general economic
conditions; and certain assumptions upon which such forward-looking statements
are based. The forward-looking statements in this Current Report on
Form 8-K do not constitute guarantees of future performance and involve a
number of factors that could cause actual results to differ materially,
including risks more fully described in Pacific State Bancorp's most recently
filed Quarterly Report on Form 10-Q and Annual Report on Form 10-K.
Pacific State Bancorp assumes no obligation to update any forward-looking
information contained in this Current Report or with respect to the
announcements described herein.
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.
Pacific State Bancorp
(Registrant)
Date:
May 18, 2010
By:
/s/
Donald Kalkofen
Donald
Kalkofen
Vice
President, Director of Finance
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description
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99.1
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Press Release,
dated May 18, 2010, issued by Pacific State Bancorp
|
Pacific State Bancorp (CE) (USOTC:PSBC)
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