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): June 27, 2008
FEDERAL TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Florida 001-31724 59-2935028
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(State or other jurisdiction Commission File Number (I.R.S. Employer
of incorporation) Identification No.)
312 West First Street
Sanford, Florida 32771
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(address of principal executive offices) (zip code)
(407) 323-1833
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(Registrant's telephone number, including areas 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 (see General Instructions A.2. below):
[ ] 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))
FORWARD-LOOKING STATEMENTS
This current report contains forward-looking statements, which can be
identified by the use of words such as "estimate," "project," "believe,"
"intend," "anticipate," "plan," "seek," "expect" and words of similar meaning.
These forward-looking statements are based on current beliefs and
expectations of our management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond our control. In addition, these forward-looking statements are
subject to assumptions with respect to strategic objectives, anticipated
financial results, future business prospects and decisions that are subject to
change.
The following factors, among others, could cause actual results to
differ materially from the anticipated results or other expectations expressed
in the forward-looking statements:
o general economic conditions, either nationally or in our
market areas, that are worse than expected;
o changes in laws or government regulations or policies
affecting financial institutions, including changes in
regulatory fees and capital requirements;
o competition among depository and other financial institutions;
o inflation and changes in the interest rate environment that
reduce our margins or reduce the fair value of financial
instruments;
o adverse changes in the securities markets; and
o changes in our organization, compensation and benefit plans.
Because of these and other uncertainties, our actual future results may
be materially different from the results indicated by these forward-looking
statements.
ITEM 3.03. Material Modifications to Rights of Security Holders
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See Item 8.01 regarding restrictions on payment of dividends and
similar distributions with respect to holders of trust preferred securities and
capital stock.
ITEM 8.01. Other Events
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On June 27, 2008, Federal Trust Corporation (the "Registrant") filed a
post-effective amendment relating to its offering of shares of common stock in a
rights offering and related offering to certain institutional investors and high
net worth individuals with whom the Company has previously entered into standby
purchase agreements. At a later date, the Company expects to announce the record
date with respect to the rights offering and the exchange ratio for the rights
offering.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. For further information
regarding Federal Trust Corporation, please read the reports the Registrant
files with the SEC and that are available at www.sec.gov. Press Releases and
other information about the Registrant can be found on PR Newswire at
http://www.prnewswire.com or at the Federal Trust's website at
http://www.federaltrust.com. For more information, or to obtain the registration
statement relating to these securities, please contact: Marcia Zdanys, Corporate
Secretary/Investor Relations at (407) 323-8133.
On June 27, 2008, the Registrant filed amendments to its Annual Report
on Form 10-K for the year ended December 31, 2007 and its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2008. These amendments were filed to
revise certain regulatory capital ratios and the estimate of the Registrant's
allowable deferred tax asset, for regulatory capital purposes, as of December
31, 2007 and March 31, 2008, and related disclosures. The revisions had no
effect on the Registrant's total consolidated assets or stockholders' equity at
December 31, 2007 or March 31, 2008 and no effect on the consolidated net loss
or loss per share as reported for the year ended December 31, 2007 or the
quarter ended March 31, 2008.
On June 27, 2008, and in accordance with the terms of the Indenture
governing the debentures issued by the Registrant to Federal Trust Statutory
Trust I (the "Trust"), the Registrant notified the trustee of the Trust of the
Registrant's intention to defer its interest payments on the debentures. As a
result, the Trust will defer its payments of dividends on the $5.0 million of
trust preferred securities it originally issued to investors in September 2003.
The next dividend payment would have been made September 17, 2008, in an
aggregate amount of approximately $76,000. The Indenture permits the Registrant
to defer its interest payments on the debentures for up to 20 consecutive
quarters. Until the interest payments resume, the Indenture prohibits the
Registrant from making certain payments on or repurchases of its capital stock
or repaying principal or interest on or repurchasing or redeeming certain debt
securities. These restrictions would not restrict the Registrant from conducting
its stock offerings as described above. Such notification was made to the
trustee in connection with the previously disclosed restriction by the Office of
Thrift Supervision on the Registrant's ability to make payments to third parties
in excess of $5,000. The Registrant may not resume interest payments on the
debentures until it receives prior regulatory approval from the Office of Thrift
Supervision, and the Registrant anticipates that it would not request such
approval unless it completes its stock offering, described above, or otherwise
raises additional capital as required by the terms of the Cease and Desist Order
entered into by the Registrant with the Office of Thrift Supervision, as
described in previous filings with the Securities and Exchange Commission.
ITEM 9.01. Financial Statements and Exhibits
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None.
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.
Date: June 27, 2008
Federal Trust Corporation
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(Registrant)
By:\s\ Dennis T. Ward
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Dennis T. Ward
President and
Chief Executive Officer