Attached files
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| EX-99.1 - EUROBANCSHARES INC | v181994_ex99-1.htm |
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):
April
20, 2010
EUROBANCSHARES,
INC.
(Exact
name of registrant as specified in its charter)
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Commonwealth
of Puerto Rico
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000-50872
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66-0608955
|
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
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State
Road PR-1, Km. 24.5
Quebrada
Arenas Ward
San
Juan, Puerto Rico 00926
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||
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(Address
of principal executive offices) (Zip Code)
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(787)
751-7340
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||
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(Registrant’s
telephone number, including area code)
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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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule of Standard;
Transfer of Listing.
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On April 20, 2010, EuroBancshares, Inc.
(“EuroBancshares”) received a letter from The Nasdaq Stock Market (“Nasdaq”)
advising EuroBancshares that it is currently not in compliance with the
continued listing requirements set forth in Nasdaq Listing Rule 5250(c)(1) due
to its failure to file its Annual Report on Form 10-K for the year ended
December 31, 2009 (the “Form 10-K”), by the applicable filing
deadline. In accordance with Nasdaq Listing Rules, EuroBancshares has
60 calendar days to submit a plan to regain compliance. If the plan
is accepted by Nasdaq, EuroBancshares may be granted an extension of up to 180
calendar days to regain compliance with Nasdaq Listing Rule
5250(c)(1). EuroBancshares intends to submit a plan to regain
compliance to Nasdaq within the prescribed 60 day period.
EuroBancshares is working to complete
the preparation and filing of its Form 10-K as promptly as
practicable. There is no change in the trading of EuroBancshares’
common stock on the NASDAQ Stock Market at this time.
EuroBancshares issued a press release
announcing its receipt of the notice from Nasdaq described herein. A copy
of the press release is attached hereto as Exhibit 99.1.
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Item
8.01
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Other
Events.
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As previously disclosed, on September
1, 2009, Eurobank consented to the issuance by the FDIC and the Puerto Rico
Office of the Commissioner of Financial Institutions of an order to cease and
desist (the “Order”). Under the terms of the Order, which was issued
and became effective on October 9, 2009, Eurobank is required to implement
certain corrective and remedial measures under strict time frames that are
intended to address various matters including issues related to capital,
liquidity and asset quality.
In addition to the FDIC Order,
EuroBancshares has entered into a Written Agreement with the Federal Reserve
Bank of New York effective as of September 30, 2009. Under the terms
of the Written Agreement, EuroBancshares has agreed to take certain actions that
are designed to maintain its financial soundness so that it may continue to
serve as a source of strength to Eurobank. Among other things, the
Written Agreement requires prior approval relating to the payment of dividends
and distributions, incurrence of debt, and the purchase or redemption of
stock. In addition, EuroBancshares is required to submit a capital
plan and maintain regular reporting to the Federal Reserve during the term of
the agreement.
Over the past several months,
EuroBancshares has been exploring various alternatives for raising additional
capital that would enable it to comply with the terms of its regulatory
orders. Despite its diligent efforts, EuroBancshares is still in
process of securing a definitive source for additional
capital. At this moment, EuroBancshares has not been able to
comply with the terms of its regulatory orders. Unless EuroBancshares
is able to present a viable recapitalization plan in the near future it is
anticipated that the FDIC and the Puerto Rico Commissioner of Financial
Institutions will take further action against Eurobank, including placing the
bank into receivership. Although EuroBancshares is continuing to
negotiate potential strategic recapitalization plans with certain prospective
investors, no assurances can be made that such negotiations will ultimately be
successful. As such, Management and the Board of Directors of
EuroBancshares and Eurobank have doubts regarding the bank’s ability to continue
operating as a going concern.
2
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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99.1
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Press
release of EuroBancshares, Inc., dated April 22,
2010.
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3
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.
| EUROBANCSHARES, INC. | |||
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Date: April
22, 2010
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By:
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/s/ Rafael Arrillaga-Torréns, Jr. | |
| Rafael Arrillaga-Torréns, Jr. | |||
| Chairman of the Board, President and Chief Executive Officer | |||
4
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
release of EuroBancshares, Inc., dated April 22,
2010.
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5