- Current report filing (8-K)
09 12월 2009 - 7:18AM
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): December 3, 2009
Capital Crossing Preferred Corporation
(Exact name of registrant as specified in its charter)
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Massachussetts
(State or other jurisdiction
of incorporation)
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000-25193
(Commission File Number)
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04-3439366
(IRS Employer
Identification No.)
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1271 Avenue of the Americas
46
th
Floor
New York, New York 10020
(Address of principal executive offices, including zip code)
(212) 377-1503
(Registrants telephone number, including area code)
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 (See General
Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre- commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On December 3, 2009, the Board of Directors (the Board) of Capital Crossing Preferred Corporation
(the Company) unanimously elected Eric Graham, 40, as a director of the Company, effective
immediately. The Board determined, following consultation with The NASDAQ Stock Market (Nasdaq)
staff, that Mr. Graham qualifies as an independent director under the applicable rules of Nasdaq
and appointed Mr. Graham to serve on the Audit Committee of the Company. In connection with Mr.
Grahams election as a director of the Company and his appointment to the Audit Committee, the
Office of Thrift Supervision (OTS) provided guidance that no formal Non-Objection to such
election and appointment was required.
Mr. Graham is a securities and corporate finance lawyer, a certified public accountant, and has
many years of legal and accounting experience with real estate investment trusts.
The election of Mr. Graham as a director of the Company, and his appointment to the Audit
Committee, satisfies a previously disclosed letter from Nasdaq staff which provided the Company
with a cure period to regain full compliance with Nasdaq Marketplace Rule 4350(d)(2)(A) requiring
the Audit Committee of the Board of Directors of the Company consist of at least three (3)
independent Board members. Had the Company been unable to meet the timeline required in the
previously disclosed letter, the Companys 8.50% Non-Cumulative Exchangeable Preferred Stock Series
D would have been subject to delisting.
Aurora Bank FSB is the parent of the Company.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Those forward-looking statements include all statements other than those
made solely with respect to historical fact. Numerous risks, uncertainties and other factors may
cause actual results to differ materially from those expressed in any forward-looking statements.
Forward-looking statements should not be unduly relied upon because they involve known and unknown
risks, uncertainties and other factors, some of which are beyond the control of the Company. Such
risks, uncertainties and other factors include, but are not limited to: limitations by regulatory
authorities on the Companys ability to implement its business plan and restrictions on its ability
to pay dividends; the risk that the failure of the Company to maintain its status as a REIT would
result in the Company being subject to federal income tax, including any applicable alternative
minimum tax and excise tax; the risk that the Company could be disqualified from treatment as a
REIT for the four taxable years following the year during which qualification was lost; further
regulatory limitations on the business of Aurora Bank that are applicable to the Company; the risk
that a decline, or a perceived decline, in Aurora Banks capital situation may result in the
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Series D preferred stock being subject to an automatic exchange into preferred shares of Aurora
Bank; the risk that Aurora Banks capital ratios may fall below certain specified levels and that
Aurora Bank may be forced to merge with or be acquired by another entity or begin voluntary
dissolution; the risk that the Series D preferred stock will in the future be delisted from The
NASDAQ Stock Market or will otherwise cease to trade on The NASDAQ Stock Market; the risk that the
Series D preferred stock may not otherwise retain value and/or liquidity; the risk that the Company
may not have adequate cash available, including as a result of the Company being subject to federal
income tax, to pay dividends with respect to the Series D preferred stock; negative economic
conditions that adversely affect the general economy, housing prices, the job market, consumer
confidence and spending habits which may affect, among other things, the credit quality of the
Companys loan portfolios (the degree of the impact of which is dependent upon the duration and
severity of these conditions); the level and volatility of interest rates; changes in consumer,
investor and counterparty confidence in, and the related impact on, financial markets and
institutions; legislative and regulatory actions which may adversely affect the Companys business
and economic conditions as a whole; the impact of litigation and regulatory investigations; various
monetary and fiscal policies and regulations; changes in accounting standards, rules and
interpretations and the impact on the Companys financial statements; changes in the nature and
quality of the types of loans held by the Company; and risks relating to the Companys business
discussed in its filings with the Securities and Exchange Commission. These risks, uncertainties
and other factors may cause the actual results, performance or achievements of the Company to be
materially different from the anticipated future results, performance or achievements that are
expressed or implied by the forward-looking statements. Forward-looking statements speak only as of
the date they are made, and the Company undertakes no obligation to update any forward-looking
statement to reflect the impact of circumstances or events that arise after the date the
forward-looking statement was made.
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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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CAPITAL CROSSING
PREFERRED
CORPORATION
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Date: December 8, 2009
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By:
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/s/
Lana Franks
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Name:
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Lana Franks
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Title:
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President
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Capital Crossing Preferred (MM) (NASDAQ:CCPCN)
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