Americasbank Corp - Current report filing (8-K)
05 3월 2008 - 7:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 28, 2008
AmericasBank Corp.
(Exact name of registrant as specified in its charter)
Maryland 000-22925 52-2090433
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
500 York Road, Towson, Maryland 21204
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(Address of principal executive offices) (Zip Code)
(410) 823-0500
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(Registrant's telephone number, including area code)
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Not Applicable
(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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On March 3, 2008, AmericasBank Corp. (the "Company") announced its
financial results for the three months and year ended December 31, 2007. For
more information, reference is made to the Company's press release dated March
3, 2008, a copy of which is attached to this Report as Exhibit 99.1 and is
furnished herewith.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
(b) On February 28, 2007, Mr. William L. Wilcox, Jr. resigned as a
director of AmericasBank Corp. and AmericasBank.
ITEM 8.01 OTHER EVENTS
On March 3, 2008, the Company announced that the Board of Directors,
under the auspices of the Audit Committee and the Loan Committee, has undertaken
a comprehensive and independent review and investigation of its lending
strategies and policies and the circumstances surrounding the fraud by outside
parties announced earlier in January. To assist in its review, the Company
announced it has retained the services of a well known independent accounting
firm to conduct an independent review of its lending policies and procedures. In
addition, the Company announced that it has engaged Howe Barnes Hoefer & Arnett,
a nationally recognized investment banking firm that specializes in providing
advisory services to community financial institutions, to assist with an
assessment of its strategic alternatives, which may include raising additional
capital, taking the Company private, or a possible business combination, among
other strategies. Also, the Company announced its intention to restructure the
Board, which will include a reduction in the number of existing directors and
the addition of new talent. The Company announced that existing Board members
have also voluntarily suspended Board Meeting fees effective in March 2008 until
an undetermined future date and that the Board is reviewing management
responsibilities and potential realignment of tasks in an effort to improve upon
key functional areas and to utilize management personnel more effectively. For
more information, reference is made to the Company's press release dated March
3, 2008, a copy of which is attached to this Report as Exhibit 99.1 and is filed
herewith.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following exhibit is filed herewith:
Exhibit 99.1 Press Release dated March 3, 2008
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.
Date: March 4, 2008 AmericasBank Corp.
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(Registrant)
By: /s/ A. Gary Rever
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A. Gary Rever
Executive Vice President and
Chief Financial Officer
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