- Current report filing (8-K)
January 12 2010 - 4:16PM
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): January 6, 2010
BANK
OF FLORIDA CORPORATION
(Exact
name of registrant as specified in its charter)
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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Registrant’s
telephone number:
(239)
254-2100
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(Former name or former address, if changed since last report.)
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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 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 January 6, 2010, Bank of Florida Corporation (the “Company”) received
an advisory letter from The Nasdaq Stock Market (“Nasdaq”) indicating
that the Company is not in compliance with Marketplace Rule 5450(a)(1)
(the “Bid Price Rule”) because the closing bid price per share of its
common stock has been below $1.00 per share for 30 consecutive business
days. The Nasdaq advisory letter was issued in accordance with standard
Nasdaq procedures. In accordance with Marketplace Rule 5810(c)(3)(A),
the Company has been provided with 180 calendar day grace period, or
until July 6, 2010, to regain compliance with the Bid Price Rule.
The advisory letter has no effect on the listing of the Company’s common
stock at this time and its common stock will continue to trade on the
Nasdaq Global Market under the symbol “BOFL.” A copy of the advisory
letter is included as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
ITEM
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On January 11, 2010, the Company realigned the duties and titles of
certain of its executive officers. Senior Executive Vice President John
B. James will be focusing his efforts solely on Special Assets
dispositions. Executive Vice President and Chief Financial Officer
Tracy L. Keegan will also assume the role of Chief Administrative
Officer. In addition to finance, she will also oversee human resources,
operations, and information technology. Executive Vice President John
S. Chaperon has been named Chief Credit Policy Officer, a role he
previously covered as part of his Risk Management position. Continuing
to report to Mr. Chaperon will be Credit Administration, Credit
Monitoring, Loan Operations and Loan Review. The Risk Management
component of Mr. Chaperon’s previous position will be filled in the
interim by the Company’s Internal Auditor and Corporate Compliance
Officer.
ITEM
8.01 Other Events.
On January 12, 2010, the Company issued a press release describing the
letter from Nasdaq dated January 6, 2010 and the realignment of duties
and titles of certain executive officers. A copy of the press release is
included as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated by reference herein.
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 January 6, 2010.
99.2 Press Release dated January 12, 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
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(Registrant)
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Date:
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January 12, 2010
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/s/ Tracy L. Keegan
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Tracy L. Keegan
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Chief Financial Officer & Executive Vice President
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Bancshares OF Florida (NASDAQ:BOFL)
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