SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 23, 2004
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Pocahontas Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-23969 71-0806097
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
1700 E. HIGHLAND, JONESBORO, AR 72401
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(Address of principal executive offices) (Zip Code)
(870) 802-1700
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(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 (see General Instruction 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 CRF 240.13e-4(c))
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On December 23, 2004, Pocahontas Bancorp, Inc. (the "Company") notified the
Nasdaq Stock Market that the Company has become aware of the Company's material
non-compliance with the requirements of Nasdaq Rule 4350. The non-compliance
related to a member of the Company's Audit Committee failing to meet the
criteria for independence set forth in Rule 10A-3(b)(i) under the Securities
Exchange Act of 1934. The director has resigned from the Company's Audit
Committee. As a result of the resignation, the Company is in compliance with the
Nasdaq's corporate governance requirements, including the requirement that all
Audit Committee members meet the criteria for independence as defined under
Nasdaq Rule 4200(a)(15) and Rule 10A.
A copy of the notice of non-compliance is attached as Exhibit 99 to this
report.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99 Notice of Non-Compliance
SIGNATURE
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.
Pocahontas Bancorp, Inc.
Dated: December 23, 2004 By: /s/ Dwayne Powell
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Dwayne Powell
President and Chief Executive Officer