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 19, 2006
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POCAHONTAS BANCORP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-23969 71-0806097
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1700 East Highland, Jonesboro, Arkansas 72401
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (870) 802-1700
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Not Applicable
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(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 (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 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
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Rule or Standard; Transfer of Listing.
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On January 26, 2006, Pocahontas Bancorp, Inc. (the "Company") announced
that the Company that day received a letter from the Nasdaq Stock Market dated
January 19, 2006 advising that the Company fails to comply with the requirements
of Nasdaq Market Place Rule 4350(c)(1) for continued listing on the Nasdaq Stock
Market. The rule requires that a majority of the Company's Board of Directors be
independent.
Pursuant to Nasdaq requirements and the January 19, 2006 letter, the
Company has adopted a specific plan and timetable to achieve compliance with the
independence requirements of Nasdaq and avoid delisting. Pursuant to the plan,
the Company expects to appoint an additional independent director to its Board
of Directors within three months. In accordance with the Nasdaq letter, the
Company will submit its plan and timetable for review and analysis by the Nasdaq
staff prior to February 3, 2006. The Company expects to work with the Nasdaq
staff to resolve any further Nasdaq concerns in order that the Company's stock
continues to be listed on the Nasdaq Stock Market.
Attached as Exhibit 99.1 to this Report is a copy of the Company's press
release announcing the Company's non-compliance with the Nasdaq listing
requirements.
Item 9.01. Financial Statements and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated January 26, 2006
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.
POCAHONTAS BANCORP, INC.
DATE: January 26, 2006 By: /s/ Dwayne Powell
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Dwayne Powell
President and Chief Executive Officer