UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2010
CNB CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Michigan (State or other jurisdiction of incorporation) | 033-00737 (Commission File Number) | 38-2662386 (IRS Employer Identification No.) |
| 303 North Main Street Cheboygan, Michigan (Address of Principal Executive Offices) | 49721 (Zip Code) |
Registrant’s telephone number, including area code:(231) 627-7111
N/A
(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:
| 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 8.01 | Other Events. |
CNB Corporation previously disclosed that on May 19, 2009, its wholly owned subsidiary, Citizens National Bank of Cheboygan (the “Bank”), filed a complaint in the Circuit Court for the County of Cheboygan, State of Michigan against Heber-Fuger-Wendin, Inc., a Michigan corporation with its principal place of business in Bloomfield Hills, Michigan (“HFW”) and Mark Williams, HFW’s President and Chief Executive Officer (“Williams”). HFW acted as the exclusive investment advisor to the Bank from 1948 until February 2009, when the Bank terminated the investment advisory relationship. Williams was HFW’s relationship manager to the Bank.
The complaint alleged, among other things, that certain auction rate securities (“ARS”) were purchased by the Bank for investment at the recommendation of HFW and Williams beginning in 2006 and that HFW and Williams breached their fiduciary duties to the Bank by, among other things, making investment recommendations to the Bank which were not suitable and by failing to keep informed of the developments in the markets in which those investments were traded.
The Bank, HFW and Williams entered into a confidential settlement agreement dated as of August 1, 2010 on mutually acceptable terms, and this matter is now resolved.
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.
| CNB CORPORATION | ||||
| Dated: November 12, 2010 | By: | /s/ Susan A. Eno | ||
| Susan A. Eno | ||||
| President and Chief Executive Officer | ||||