- Current report filing (8-K)
May 04 2010 - 6:03AM
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):
April
30, 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)
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(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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(Address
of principal executive offices) (Zip Code)
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(787)
751-7340
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(Registrant’s
telephone number, including area code)
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____________________
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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 CFR
240.13e-4(c))
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Item
1.03
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Bankruptcy
or Receivership.
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On
Friday, April 30, 2010, Eurobank (the “Bank”), the wholly-owned subsidiary and
principal asset of EuroBancshares, Inc. (the “Company”), was closed by the
Office of the Commissioner of Financial Institutions of Puerto Rick (“OCFI”) and
the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver of
the Bank. On the same date, the FDIC transferred certain assets and
liabilities of the Bank to Oriental Bank & Trust, San Juan, Puerto
Rico.
The
Company expects to commence a voluntary case under Chapter 11 of Title 11 of the
United States Code in the United States Bankruptcy Court for the District of
Puerto Rico. The Company expects to file the Chapter 11 petition
based on the appointment by the OCFI of the FDIC as receiver of Eurobank, the
Company’s wholly-owned subsidiary, on April 30, 2010.
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Item
2.04
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Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
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As of
Friday, April 30, 2010, the Company had approximately $20.6 million in
floating rate junior subordinated deferrable interest debentures outstanding
pursuant to an Indenture, dated as of December 19, 2002, by and between the
Company and U.S. Bank National Association (as successor to State Street Bank
and Trust Company of Connecticut, National Association), as
trustee. The debentures were issued in connection with the issuance
of $20.0 million of related floating rate trust preferred securities of Eurobank
Statutory Trust II due in 2032 with a liquidation amount of $1,000 per
security. The April 30, 2010 appointment of the FDIC as receiver
constitutes an “Event of Default,” under the Indenture. Under the
Indentures, an Event of Default occurs if, among other things, the Company or
any substantial part of its property, including the Bank, is taken into
possession by a receiver. Subject to certain notice and waiting
requirements set forth in the Indenture, upon the occurrence of an Event of
Default, the trustee or holders of not less than 25% in principal of the
outstanding unsecured subordinated notes of the debentures may declare the
entire principal, premium and any accrued unpaid interest of the debentures
immediately due and payable.
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On May 3,
2010, the Company received a letter from the Nasdaq Stock Market (“Nasdaq”)
indicating that the Company’s shares of common stock will be delisted from
Nasdaq as a result of the events described above. The Company does
not intend to appeal Nasdaq’s decisions to delist its common
stock. Therefore, trading in the Company’s common stock will be
suspended at the opening of business on May 12, 2010, and a Form 25-NSE will be
filed by Nasdaq with the Securities and Exchange Commission, which will remove
the Company’s securities from listing and registration on Nasdaq. In
addition, trading in the Company’s common stock has been halted by Nasdaq
starting on Monday, May 3, 2010 and will remain so up to the suspension
date.
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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EUROBANCSHARES,
INC.
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Date: May
3, 2010
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By:
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/s/ Rafael
Arrillaga-Torréns, Jr.
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Rafael
Arrillaga-Torréns, Jr.
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Chairman
of the Board, President and Chief Executive Officer
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