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
Cowlitz Bancorporation
(Exact Name of Registrant as specified in its charter)
| | |
| Washington | 0-23881 | 91 - 1529841 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| incorporation) | | |
927 Commerce Ave.
Longview, Washington 98632
Address of Principal Executive Office and Zip Code
Registrant's telephone number including area code360-423-9800
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:
[ ] 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, Cowlitz Bancorporation (the “Company”) received a notice from the NASDAQ Stock Market (“Nasdaq”) regarding its non-compliance with Rule 5550(a)(2) of the Nasdaq Marketplace Rules, which results from the failure of the Company’s common stock to meet the $1.00 minimum bid price requirement for 30 consecutive days. Under Nasdaq rules, the Company now has a 180 calendar day grace period, or until July 6, 2010, to comply with Rule 5550(a)(2). To regain compliance, the bid price for the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days prior to July 6, 2010.
In connection with the Company's plan to regain compliance with Rule 5550(a)(2), on December 31, 2009, the Company's shareholders approved an amendment to the Company’s Restated Articles of Incorporation to affect a one-for-ten reverse stock split of the shares of the Company's common stock issued and outstanding (the “Reverse Split”). The Company’s Board of Directors is now authorized to affect the Reverse Split, but the Reverse Split has not yet become effective. The primary purpose of the Reverse Split is to increase the Company’s stock price sufficiently above the $1.00 minimum bid price requirement in order to sustain long-term compliance with Rule 5550(a)(2). The Reverse Split will be effective as of the date of the amendment’s filing with the Washington Secretary of State. The Company will issue a press release and file a Form 8-K pre-annou ncing the Reverse Split at least 10 days prior to the amendment’s filing. The Company expects that it will be in compliance with all Nasdaq listing rules following the Reverse Split.
The Company issued a press release announcing its receipt of the notice from Nasdaq described herein. A copy of the press release is attached hereto asExhibit 99.1.
This Current Report contains forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. You should not place undue reliance on forward-looking statements and, except as required by applicable law, we undertake no obligation to update any such statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those discussed in this press release as a result of risk factors identified in the Company's Form 10-K for the year ended December 31, 2008, and other filings with the SEC. The Company makes forward-looking statements in this Current Report related to future com pliance with Nasdaq listing rules.
Item 9.01 Financial Statements and Exhibits.
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.
Date: January 12, 2010
| COWLITZ BANCORPORATION
(Registrant)
By: /s/ Gerald L. Brickey
Gerald L. Brickey
Chief Financial Officer |
