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 26, 2007
South Street Financial Corp.
(Exact Name of Registrant as Specified in Its Charter)
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| North Carolina | | 0-21083 | | 56-1973261 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
| | |
155 West South Street Albemarle, North Carolina | | 28001 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(704) 982-9184
(Registrant’s Telephone Number, Including Area Code)
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)) |
South Street Financial Corp.
INDEX
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On March 22, 2007, South Street Financial Corp. (the “Company”) filed amendments to its Articles of Incorporation. The first amendment authorized the creation of 500,000 shares of a new Series A Preferred stock (“Preferred Stock”). The second amendment converted all shares of common stock held by record shareholders of less than 750 shares of common stock into shares of the Series A Preferred stock on a one-for-one basis (the “Conversion”). The creation of the Preferred Stock and the Conversion became effective at 11:59 p.m. Eastern Time on March 22, 2007 (the “Effective Date”). For a period of thirty days following the Effective Date, those shareholders holding shares of Preferred Stock as a result of the Conversion will be entitled to sell such shares to the Company at $10.00 a share. The Conversion did not change the shares of any shareholder who owns 750 or more shares of common stock as of the Effective Date (or who holds any number of common stock shares in their broker’s name). Those shareholders owning 750 or more shares of the Company common stock on the Effective Date, as well as any shareholder owning shares of common stock in street name, continued to own common shares after the Conversion.
As a result of the Conversion, the Company now has fewer than 300 shareholders of record. On March 23, 2007, the Company filed a Form 15 with the Securities and Exchange Commission. This had the effect of deregistering the Company’s common stock under Sections 12(g) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On March 26, 2007, the Company notified Nasdaq of its efforts to deregister its common stock and terminate its listing on the Nasdaq Global Market due to the Company having less than 300 common stockholders of record. The reasons for deregistering as a reporting company under the Exchange Act are set out more particularly in the proxy statement delivered to shareholders on or about February 23, 2007 for the special meeting of stockholders held on March 20, 2007. As a result of the Company’s election to deregister under the Exchange Act, the Company will terminate its obligations to file reports with the Securities and Exchange Commission. South Street Financial Corp., as a non-reporting company, will no longer file periodic reports with the Securities and Exchange Commission, including annual reports on Form 10-KSB and quarterly reports on Form 10-QSB. The reduction in the number of the Company’s shareholders of record means that the Company’s stock will no longer be listed on the Nasdaq Global Market.
A copy of the Company’s press release making this announcement is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| | (99.1) Press | Release of South Street Financial Corp., dated March 23, 2007. |
Disclosures About Forward Looking Statements
The discussions included in this document and its exhibits may contain forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of
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qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of the Company and its management about future events. The accuracy of such forward looking statements could be affected by such factors as, including but not limited to, the financial success or changing conditions or strategies of the Company’s customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel or general conditions.
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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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| | SOUTH STREET FINANCIAL CORP. |
| | |
| Date: March 26, 2007 | | By: | | /s/ Christopher Cranford |
| | | | Christopher Cranford |
| | | | Chief Financial Officer |
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EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| 99.1 | | Press Release of the Company, dated March 26, 2007 |
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