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) May 9, 2011
Commonwealth Bankshares, Inc.
(Exact name of registrant as specified in its charter)
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Virginia
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000-17377
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54-1460991
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer Identification No.)
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403 Boush Street, Norfolk, Virginia 23510
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code: (757) 446-6900
N/A
(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:
[ ] 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 9, 2011, Commonwealth Bankshares, Inc. (the “Company”) received a letter (the “Notification Letter”) from The NASDAQ Stock Market (“NASDAQ”) notifying the Company that it no longer meets NASDAQ’s continued listing requirement under Listing Rule 5450(a)(1) (the “Bid Price Rule”). The Notification Letter states that the closing bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days and that the Company is therefore not in compliance with the Bid Price Rule.
The Notification Letter has no effect at this time on the listing of the Company’s common stock on the NASDAQ Global Select Market and the Company’s common stock will continue to trade on the NASDAQ Global Select Market under the symbol “CWBS.”
The Notification Letter states that the Company will be afforded 180 calendar days, or until November 7, 2011, to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days. If the Company does not regain compliance by November 7, 2011, NASDAQ will provide written notification to the Company that the Company’s common stock will be subject to delisting from the NASDAQ Global Select Market. The Company may, however, be eligible for an additional grace period if it satisfies the initial listing standards (with the exception of the Bid Price Rule) for listing on the NASDAQ Capital Market, and submits a timely notification to NASDAQ to transfer the listing of its common stock to the NASDAQ Capital Market. The Company may also appeal NASDAQ’s delisting determination to a NASDAQ Hearings Panel.
The Company intends to actively monitor the bid price of its common stock and will consider available options to resolve the deficiency and regain compliance with the Bid Price Rule.
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.
Commonwealth Bankshares, Inc.
Date: May 13, 2011 By: /s/ Cynthia A. Sabol
Name: Cynthia A. Sabol
Title: Executive Vice President and
Chief Financial Officer