SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 26, 2006
CAROLINA NATIONAL CORPORATION
Incorporated under the Commission File No. 000-50257 I.R.S. Employer
laws of South Carolina Identification No.
571101005
1350 Main Street
Columbia, South Carolina 29201
Telephone: 803-779-0411
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))
Section 1 - Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On April 26, 2006, the board of directors of the registrant approved a deferred
fee plan for members of the board of directors of the registrant and its
subsidiary, Carolina National Bank and Trust Company, who are not employees of
the registrant or subsidiary.
Under the terms of the plan, the chairman of the board of directors will receive
an annual fee of $10,000 for his service as chairman of the board of directors
and the executive committee of the board of directors of the registrant and
subsidiary, and for assisting with shareholder relations for the registrant.
Each other member of the board of directors of the registrant and subsidiary
will receive cash payments for attending meetings as follows: Directors will
receive $500 for each board meeting attended. The chairman of each of the
registrant's or subsidiary's asset/liability committee, audit and compliance
committee and long range planning committee will receive $300 for each committee
meeting chaired, and each member of these committees, and the members of the
registrant's and subsidiary's executive committee, will receive $200 for each
committee meeting attended. The chairman of the subsidiary's loan committee will
receive $400 for each meeting chaired, and each member of the loan committee
will receive $300 for each meeting of the loan committee attended.
Each director will have the option to elect for fees to be paid in cash or used
to purchase shares of the registrant's common stock directly from the registrant
at a price equal to the closing price of the shares on the Nasdaq Capital Market
on the last trading day prior to the purchase.
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
2006 First Quarter Earnings
Please see Exhibit 99 for the Registrant's 2006 first quarter earnings
release.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibit 99 Registrant's 2006 First Quarter Earnings Release
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.
CAROLINA NATIONAL CORPORATION
(Registrant)
Date: April 28, 2006 By: s/Roger B. Whaley
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Roger B. Whaley
President