- Current report filing (8-K)
20 February 2010 - 9:01AM
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): January 29, 2010
Beach First National Bancshares,
Inc.
(Exact name of registrant as
specified in its charter)
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South Carolina
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000-22503
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57-1030117
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3751 Robert M. Grissom
Parkway, Suite 100,
Myrtle Beach, South Carolina
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29577
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(843) 626-2265
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(Former name or former address if changed since last report.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 Entry into a Material
Definitive Agreement
On January 29, 2010, Beach First
National Bancshares, Inc. (the “Company”), the holding company for
Beach First National Bank (the “Bank”), entered into a written
agreement (the “Agreement”) with the Federal Reserve Bank of
Richmond (the “FRB”). Subsequently, on February 17, 2010, the
FRB publicly announced the execution of the Agreement and made the Agreement
available on its website (http://www.federalreserve.gov/).
The Agreement is designed to enhance
the Company’s ability to act as a source of strength to the Bank and was
anticipated following other recent regulatory orders and agreements.
Substantially all of the requirements of the Agreement are similar to those
already in effect for the Bank pursuant to a Stipulation and Consent to the
Issuance of a Consent Order (the “Consent Order”), which was
entered into with the Office of the Comptroller of the Currency on
November 4, 2009 and disclosed on our Current Report on Form 8-K on
November 5, 2009. The Agreement authorizes the Company’s board of
directors to fully utilize its resources to comply with the terms of the
Consent Order and any other supervisory action issued to the Bank by its
federal regulators.
Pursuant to the Agreement, the Company
(and its nonbank subsidiaries, where applicable) agreed to seek the prior
written approval of the FRB before undertaking any of the following activities:
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Declaring or paying any dividends,
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Directly or indirectly taking dividends or any other form of payment
representing a reduction in capital from the Bank,
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Making any distributions of interest, principal, or other sums on
subordinated debentures or trust preferred securities,
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Directly or indirectly, incurring, increasing, or guaranteeing any debt,
and
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Directly or indirectly, purchasing or redeeming any shares of its
stock.
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The Company has no plans to undertake
any of these activities due to its plan to preserve capital and to inject
additional capital into the Company.
Within 60 days of the Agreement,
the Company will submit to the FRB a written plan designed to maintain
sufficient capital at the Company on a consolidated basis and at the Bank as a
separate stand-along entity. The Agreement does not contain specific target
capital ratios to be obtained or specific timelines, but requires that the plan
address the Company’s current and future capital requirements, the
Bank’s current and future capital requirements, the adequacy of the
Bank’s capital, taking into account its risk profile, and the source and
timing of additional funds to satisfy the Company’s and the Bank’s
future capital requirements. The Company’s board of directors will adopt
the written plan within 10 days of its approval by the FRB.
The Company also agreed to comply with
certain notice provisions set forth in the Federal Deposit Insurance Act (the
“FDIA”) and Board of Governors Regulations in appointing any new
director or senior executive officer, or changing the responsibilities of any
senior executive officer so that the officer would assume a different senior
executive officer position. The Company will also be required to comply with
certain restrictions on indemnification and severance payments pursuant to the
FDIA and FDIC regulations. The Company will provide quarterly written progress
reports to the FRB.
The provisions of the Agreement remain
in effective and enforceable until stayed, modified, terminated, or suspended
by the FRB.
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All Bank deposits remain fully insured
by the FDIC to the maximum extent allowed by law. The Bank’s lending and
deposit operations continue to be conducted in the usual and customary manner,
and all other products, services, and hours of operations remain the same as
the Bank continues to meet the financial needs of business and consumers in our
communities.
Forward-Looking Statements
Certain statements in this Current
Report on Form 8-K contain “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995, such as
statements relating to future plans and expectations, and are thus prospective.
Such forward-looking statements include, but are not limited to,
(1) statements regarding potential future economic recovery,
(2) statements with respect to the Company’s plans, objectives,
expectations and intentions and other statements that are not historical facts,
and (3) other statements identified by words such as
“believes,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,”
“targets,” and “projects,” as well as similar
expressions. These forward-looking statements are subject to risks,
uncertainties, and other factors, which could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. Although we believe that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
to be inaccurate. Therefore, we can give no assurance that the results
contemplated in the forward-looking statements will be realized. The inclusion
of this forward-looking information should not be construed as a representation
by our Company or any person that the future events, plans, or expectations
contemplated by our Company will be achieved.
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:
(1) competitive pressures among depository and other financial
institutions may increase significantly and have an effect on pricing,
spending, third-party relationships and revenues; (2) the strength of the
United States economy in general and the strength of the local economies in
which the Company will conduct operations may be different than expected
resulting in, among other things, a deterioration in the credit quality or a
reduced demand for credit, including the resultant effect on the
Company’s loan portfolio and allowance for loan losses; (3) the rate
of delinquencies and amounts of charge-offs, the level of allowance for loan
loss, the rates of loan growth, or adverse changes in asset quality in our loan
portfolio, which may result in increased credit risk-related losses and
expenses; (4) changes in the U.S. legal and regulatory framework;
(5) adverse conditions in the stock market, the public debt market and
other capital markets (including changes in interest rate conditions) and the
impact of such conditions on the Company; and (6) whether we will be able
to accomplish the directives contained in the Agreement and the Consent Order
and continue as a going concern. Additional factors that could cause the
Company’s results to differ materially from those described in the
forward-looking statements can be found in our reports (such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K)
filed with the SEC and available at the SEC’s Internet site
(http://www.sec.gov). All subsequent written and oral forward-looking
statements concerning the Company or any person acting on its behalf is
expressly qualified in its entirety by the cautionary statements above. The
Company does not undertake any obligation to update any forward-looking
statement to reflect circumstances or events that occur after the date the
forward-looking statements are made.
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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.
BEACH FIRST
NATIONAL BANCSHARES, INC.
By:
/
s/
Gary S.
Austin
Name:
Gary S. Austin
Title: Chief Financial Officer
Dated: February 19, 2010
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