- Current report filing (8-K)
June 03 2010 - 9:16AM
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): June 1, 2010
BANK OF FLORIDA CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
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000-50091
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59-3535315
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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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1185 Immokalee Road, Naples, Florida
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34110
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(address of principal executive offices)
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(Zip Code)
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Registrants telephone number:
(239) 254-2100
(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On June 2, 2010, Bank of Florida Corporation (the Company) received a
letter from The Nasdaq Stock Market (Nasdaq) indicating that the Companys common stock will be delisted from Nasdaq in accordance with Listing Rules 5101, 5110(b) and IM-5101-1, due to Nasdaqs concerns, stemming from the
receivership of the Companys three former bank subsidiaries, about the Companys ability to demonstrate compliance with all of the requirements for continued listing, as well as the residual equity interest of the Companys common
stockholders. Furthermore, as disclosed in a Current Report on Form 8-K filed on May 20, 2010, the Company had previously been advised that it was not in compliance with Listing Rule 5450(b)(1)(A) because the Companys stockholders equity
at March 31, 2010, was below $1,000,000.
The Company does not intend to appeal Nasdaqs determinations.
Accordingly, the Companys common stock will be delisted effective as of the opening of business on June 11, 2010. Furthermore, trading in the Companys common stock has been halted since the opening of business on June 1, 2010.
A copy of the advisory letter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein. On June 3, 2010, the Company issued a press release describing the advisory letter. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
ITEM 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On June 1, 2010, John B. James, Roy N. Hellwege and John S. Chaperon ceased being executive
officers of the Company, following the placement of the Companys bank subsidiaries into receivership.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is being furnished with this Report:
99.1 Letter from The Nasdaq Stock Market dated June 2, 2010.
99.2 Press Release dated June 3, 2010.
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.
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Bank of Florida Corporation
(Registrant)
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Date: June 3, 2010
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/s/ Tracy L. Keegan
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Tracy L. Keegan
Chief Financial Officer & Executive Vice President
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