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
FLORIDA COMMUNITY BANKS,
INC.
(Exact
name of registrant as specified in its charter)
Florida
000-1170902
35-2164765
|
(State
or other jurisdiction
|
Commission
File Number
|
(I.R.S. Employer
|
|
Of
incorporation)
|
Identification
No.)
|
1400 North 15th Street, Immokalee, Florida
34142
(address
of principal executive offices)
Registrant’s
telephone number: (239)
657-3171
______________________________________________________________________________________________________
(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 (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))
Item
1.03. Bankruptcy
or Receivership.
On
January 29, 2010, Florida Community Bank (the “Bank”), the principal operating
subsidiary of Florida Community Banks, Inc. (the “Company”) was closed by the
Florida Office of Financial Regulation and the Federal Deposit Insurance
Corporation (the “FDIC”) was appointed as receiver of the Bank.
As
indicated in the FDIC press release dated January 29, 2010, subsequent to the
closure, Premier American Bank, N.A., Miami, Florida (“Premier”), assumed all of
the deposits of the Bank, and purchased approximately $499.1 million of the
Bank’s assets in a transaction facilitated by the FDIC.
Beginning
on February 1, 2010, the 11 offices of the Bank reopened as branches of Premier.
Customers who have questions about the foregoing matters, or who would like
information about the closure of the Bank, may visit the FDIC’s web site at
http://www.fdic.gov/bank/individual/failed/floridacommunity.html
or call the FDIC toll-free at 1.800.523.8275.
The
Company’s principal asset is the capital stock that it owns in the Bank, and, as
a result of the closure of the Bank, the Company has minimal remaining tangible
assets. As the owner of all of the capital stock of the Bank, the Company would
be entitled to the net recoveries, if any, following the liquidation or sale of
the Bank or its assets by the FDIC. However, at this time, the Company does not
believe that any recovery will be realized.
Item
2.04. Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
Floating
Rate Junior Subordinated Deferrable Interest Debentures Due 2036
As of
January 29, 2010, the Company had approximately $20 million Floating Rate Junior
Subordinated Deferrable Interest Rate Debentures Due 2036 (the “Debentures”)
outstanding pursuant to an Indenture, dated as of May 12,2006 (the “Indenture”),
by and between the Company and Wells Fargo Delaware Trust Company, N.A., a
national banking association, as trustee (“Trustee”). The January 29, 2010
appointment of the FDIC as receiver of the Bank constitutes a triggering event,
also termed an “Event of Default,” under the Indenture. Under the Indenture, an
Event of Default occurs if, among other things, a receiver is appointed for the
Company or any substantial part of its property, including the Bank. Upon such
Event of Default, the principal amount of the Notes becomes immediately due and
payable without any declaration or other action on the part of the Trustee or
any holder of the Notes.
Floating
Rate Junior Subordinated Deferrable Interest Debentures Due 2032
As of
January 29, 2010, the Company had approximately $10 million Floating Rate Junior
Subordinated Deferrable Interest Rate Debentures Due 2032 (the “Debentures”)
outstanding pursuant to an Indenture, dated as of June 21, 2002 (the
“Indenture”), by and between the Company and Wells Fargo Delaware Trust Company,
N.A., a national banking association, as trustee (“Trustee”). The January 29,
2010 appointment of the FDIC as receiver of the Bank constitutes a triggering
event, also termed an “Event of Default,” under the Indenture. Under the
Indenture, an Event of Default occurs if, among other things, a receiver is
appointed for the Company or any substantial part of its property, including the
Bank. Upon such Event of Default, the principal amount of the Notes becomes
immediately due and payable without any declaration or other action on the part
of the Trustee or any holder of the Notes.
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.
FLORIDA COMMUNITY BANKS,
INC.
(Registrant)
Date:
February 2, 2010
/s/ Guy Harris
Chief Financial
Officer