Tennessee Commerce Bancorp, Inc. - Current report filing (8-K)
08 3월 2008 - 7:08AM
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):
March 7, 2008 (March 7,
2008)
TENNESSEE COMMERCE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Tennessee
|
|
00051281
|
|
62-1815881
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
381 Mallory Station Road
Suite 207
Franklin, Tennessee
|
|
37067
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code
(615) 599-2274
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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
|
o
|
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 March 7, 2008, the Board of Directors of
Tennessee Commerce Bancorp, Inc. (the Company) placed George W. Fort,
the Companys Chief Financial Officer, on administrative leave with pay. While Mr. Fort is on administrative
leave, the Company expects him to
cooperate fully in the independent reassessment of the Companys internal control
over financial reporting (internal controls) described in Item 8.01 below.
Effective March 7, 2008, H. Lamar Cox, the
Companys Chief Administrative Officer, was appointed by the Board to serve as
acting Chief Financial Officer while Mr. Fort is on administrative
leave. Mr. Cox previously served
as the Companys Chief Financial Officer from January 2000 until August 2005.
Item
8.01. Other Events.
Because of the
increase in the Companys market capitalization measured as of June 30,
2007, the Company became an accelerated filer under the rules of the
Securities and Exchange Commission, which reduced the filing deadline for the
Companys Annual Report on Form 10-K for the year ended December 31,
2007 (the Form 10-K) from 90 to 75 days after year-end. Moreover, as an
accelerated filer, the Company is required to comply with the extensive
requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley)
for the first time as of December 31, 2007. This is also the first year
that the Company is required to engage an independent registered accounting
firm to provide an attestation report on managements assessment of the
effectiveness of the Companys internal controls.
Management does not
anticipate that the Company will be in a position to file the Companys Form 10-K
on or before the deadline of March 17, 2008 (or by any permitted extended
deadline under SEC Rule 12b-25). The Companys inability to file timely
the Form 10-K results from managements assessment that there are material
weaknesses (as defined by applicable auditing standards adopted after passage
of Sarbanes-Oxley and as further described below) in the Companys internal
controls, certain of which have been brought to the attention of the Companys
Audit Committee and KraftCPAs, PLLC, the independent registered public account
firm engaged to audit the Companys 2007 financials and internal controls (Kraft).
A material weakness is a
deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a
material misstatement of the Companys annual or interim financial statements
will not be prevented or detected on a timely basis. The existence of one or
more material weaknesses will prevent a conclusion by management that the
Companys internal controls were effective as of December 31, 2007 when
management reports on the Companys internal controls in the Form 10-K. The identified material weaknesses relate to
violations of certain policies by employees of
Tennessee Commerce Bank, a wholly owned subsidiary of the Company
(the Bank), in the areas of employee accounts, wire transfers, and
asset/liability management. The Company
is in the process of remediating each of these areas of identified material
weakness and all other control deficiencies identified to date in managements
assessment and testing of internal controls.
The Audit Committee has been actively investigating the facts
surrounding the identified control deficiencies to ensure that management takes
appropriate and effective corrective action to address all such control
deficiencies, including noncompliance with policies of the Company and the
Bank. In this regard, the Audit
Committee has engaged a qualified, independent audit firm to
2
reassess the
Companys internal controls. This
additional assessment will result in a delay in the filing of the Companys Form 10-K.
After the reassessment is
completed, the Company intends to file the Form 10-K as soon as
practicable. Because the Company is not
certain how long the reassessment will take, however, the Company cannot
predict the timing of the Form 10-K filing at this time.
Nothing has been brought
to the attention of management that causes them to believe that the identified
control deficiencies have resulted in any material error in the Companys
unaudited and unreviewed financial statements for the year ended December 31,
2007, which the Company furnished with its Current Report on Form 8-K on January 31,
2008. Management is also not aware of
any other control deficiencies that would preclude reliance on these unaudited
and unreviewed financial statements; however, because of the reassessment and
the fact that management will not complete its report on internal controls
pending the reassessment, the Company can provide no assurance that additional control deficiencies that rise to
the level of material weaknesses will not be reported when the Companys Form 10-K
is filed.
If, as is currently
expected, the Form 10-K cannot be timely filed, then the Company will be
obligated to provide written notice to The NASDAQ Stock Market LLC that it is
not in compliance with Marketplace Rule 4310(c)(14).
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed with this Form 8-K:
Exhibit No.
|
|
Description
|
|
|
|
|
99.1
|
|
Press Release Dated March 7, 2008
|
|
3
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.
|
TENNESSEE COMMERCE BANCORP, INC.
|
|
|
|
|
|
By:
|
/s/ Arthur F. Helf
|
|
|
Arthur
F. Helf
|
|
|
Chairman
and Chief Executive Officer
|
Date: March 7, 2008
4
Tennessee Commerce Bancorp (TN) (MM) (NASDAQ:TNCC)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Tennessee Commerce Bancorp (TN) (MM) (NASDAQ:TNCC)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024
Tennessee Commerce Bancorp (TN) (MM) (나스닥)의 실시간 뉴스: 최근 기사 0
More Tennessee Commerce Bancorp, Inc. News Articles