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): April 29, 2009
COOPERATIVE BANKSHARES, INC.
(Exact name of registrant as specified in charter)
North Carolina | 0-24626 | 56-1886527 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
201 Market Street, Wilmington, North Carolina 28401
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (910) 343-0181
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 1.01 | Entry Into a Material Definitive Agreement. |
Effective April 29, 2009, Cooperative Bankshares, Inc. (the Company), the parent company of Cooperative Bank (the Bank), entered into a written agreement (the Agreement) with the Federal Reserve Bank of Richmond (the Reserve Bank). The Agreement is designed to enhance the Companys ability to act as a source of strength to the Bank and requires, among other things, that the Company obtain the Reserve Banks approval prior to: (i) paying dividends, (ii) receiving dividends from the Bank, (iii) making any distributions of interest, principal or other sums on subordinated debentures or trust preferred securities, (iv) incurring or increasing any debt, or (v) purchasing or redeeming any shares of the Companys stock. Pursuant to the terms of the Agreement, the Company is also required, within 60 days of the date of the Agreement, to submit to the Reserve Bank an acceptable written plan to maintain sufficient capital at the Company, on a consolidated basis, and at the Bank, as a separate legal entity on a stand-alone basis. In addition, the Agreement also provides that the Company must notify the Reserve Bank before appointing any new directors or senior executive officers and comply with certain restrictions regarding indemnification and severance payments.
The Company must furnish periodic progress reports to the Reserve Bank regarding its compliance with the Agreement. The Agreement will remain in effect until modified or terminated by the Reserve Bank.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Number |
Description | |
10.1 | Written Agreement by and between Cooperative Bankshares, Inc. and the Federal Reserve Bank of Richmond, effective April 29, 2009 |
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.
COOPERATIVE BANKSHARES, INC. |
/s/ Todd L. Sammons |
Todd L. Sammons |
Chief Financial Officer and Interim President and Chief Executive Officer |
Date: May 1, 2009