UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Date of Report (Date of earliest event
reported): December 7, 2010
(Exact name of registrant as specified in its charter)
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):
On December 3, 2010, the registrant was administratively dissolved by the Oregon Secretary of State for failure to maintain its corporate registration. The Board of Directors determined not to correct the involuntary dissolution, because the registrant does not have sufficient funds to cover the costs of a special meeting of shareholders to approve a voluntary dissolution. On December 7, 2010, the registrant adopted a Plan of Liquidation and a Liquidating Trust Agreement, effective as of December 7, 2010. Pursuant to the Plan of Liquidation, the Company will complete a full liquidation effective December 28, 2010 (the “Liquidation Date”), at which date all remaining assets of registrant, consisting of approximately $37,500, will be transferred to the Columbia Bancorp Liquidating Trust (the “Trust”). On December 22, 2010, the registrant and the Trust entered into an Assignment and Assumption Agreement, a copy of which is attached as Exhibit 10.1 to this report. The Assignment and Assumption Agreement clarifies that, in accordance with the Plan of Liquidation and Liquidating Trust Agreement, the shares of capital stock of registrant will be cancelled as of the Liquidation Date and converted into beneficial interests in the Trust, with the shareholders of registrant of record as of the Liquidation Date having beneficial interests in the Trust in proportion to their respective ownership interests in registrant as of the Liquidation Date. On and as of the Liquidation Date, the Trust will assume the liabilities of the registrant and the Trust assets will first be used to pay all outstanding expenses, obligations and other liabilities of the registrant outstanding on the Liquidation Date whether then known or not. Only the remaining assets, if any, after payment of such liabilities would be available for distribution. Such expenses, obligations and liabilities are expected to include, without limitation, expenses of liquidation and any distributions of assets, final tax returns professional fees, claims by known claimants, claims by officers and directors for indemnification under the provisions of the registrant’s articles of incorporation, bylaws, pursuant to contract and Oregon law, and other claims against the registrant not yet known to the Board of Directors,.
The Board of Directors expects that the assets remaining after satisfaction of all such expenses, obligations and liabilities will be insufficient to distribute any funds to shareholders of registrant. Accordingly, shareholders should not expect to receive any liquidating distributions with respect to their shares under the Plan of Liquidation, nor any distributions from the Trust.
Item 9.01 Financial Statements and Exhibits.
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.