JAXB -
Current Report Filing (8-k)
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) May 29, 2013
JACKSONVILLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
000-30248 59-3472981
(Commission
File Number)
(I.R.S. Employer
Identification No.)
100 North Laura Street, Suite 1000, Jacksonville, FL 32202
(Address of principal executive offices) (Zip Code)
904-421-3040
(Registrant’s telephone number, including area code)
(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 Rule or Standard; Transfer of Listing.
On May 29, 2013, Jacksonville Bancorp, Inc. (the “Company”) received notice (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock Market (the “Staff”) stating that the Company no longer complies with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”), as the bid price of the Company’s common stock closed below the minimum $1.00 per share for the 30 consecutive business days prior to the date of the letter. In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), the Company will be provided an initial grace period of 180 days, or until November 25, 2013, to regain compliance with the Minimum Bid Price Rule. The Company may regain compliance with the Minimum Bid Price Rule if the closing bid price of the Company’s common stock remains at or above $1.00 per share for a minimum of 10 consecutive business days at any time before November 25, 2013. If the Company does not regain compliance with the Minimum Bid Price Rule by November 25, 2013, the Company may be eligible for an additional grace period of 180 days if it satisfies all of the requirements, other than the minimum bid price requirement, for listing on The Nasdaq Capital Market.
The Notice has no effect on the listing of the Company’s common stock at this time and the Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “JAXB.” The Company intends to monitor the bid price for its common stock between now and November 25, 2013 and will consider various options available to the Company if its common stock does not trade at a level that is likely to regain compliance. As previously disclosed in the Company’s filings with the SEC, the Company’s shareholders have authorized an amendment to the Company’s articles of incorporation, to be implemented in the discretion of the Company’s board of directors, to effect a reverse stock split of the Company’s outstanding common stock and nonvoting common stock at a ratio of up to 1-for-20, the exact split ratio to be determined in the sole discretion of the board (the “Reverse Stock Split Amendment”). As of the date of this report, the board has not taken any action to implement the Reverse Stock Split Amendment.
Also, as previously disclosed in the Company’s filings with the SEC, the Company received a similar notice from the Staff on November 29, 2012, stating that the Company no longer met the requirement of maintaining a minimum bid price of $1.00 per share on The Nasdaq Global Market. On January 23, 2013, the Staff notified the Company that it had regained compliance with the minimum bid price rule.
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.
JACKSONVILLE BANCORP, INC.
By:
/s/ Valerie A Kendall
Valerie A. Kendall
Executive Vice President and
Chief Financial Officer
Current Report Filing (8-k)
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) May 29, 2013
JACKSONVILLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
000-30248 59-3472981
(Commission
File Number)
(I.R.S. Employer
Identification No.)
100 North Laura Street, Suite 1000, Jacksonville, FL 32202
(Address of principal executive offices) (Zip Code)
904-421-3040
(Registrant’s telephone number, including area code)
(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 Rule or Standard; Transfer of Listing.
On May 29, 2013, Jacksonville Bancorp, Inc. (the “Company”) received notice (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock Market (the “Staff”) stating that the Company no longer complies with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”), as the bid price of the Company’s common stock closed below the minimum $1.00 per share for the 30 consecutive business days prior to the date of the letter. In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), the Company will be provided an initial grace period of 180 days, or until November 25, 2013, to regain compliance with the Minimum Bid Price Rule. The Company may regain compliance with the Minimum Bid Price Rule if the closing bid price of the Company’s common stock remains at or above $1.00 per share for a minimum of 10 consecutive business days at any time before November 25, 2013. If the Company does not regain compliance with the Minimum Bid Price Rule by November 25, 2013, the Company may be eligible for an additional grace period of 180 days if it satisfies all of the requirements, other than the minimum bid price requirement, for listing on The Nasdaq Capital Market.
The Notice has no effect on the listing of the Company’s common stock at this time and the Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “JAXB.” The Company intends to monitor the bid price for its common stock between now and November 25, 2013 and will consider various options available to the Company if its common stock does not trade at a level that is likely to regain compliance. As previously disclosed in the Company’s filings with the SEC, the Company’s shareholders have authorized an amendment to the Company’s articles of incorporation, to be implemented in the discretion of the Company’s board of directors, to effect a reverse stock split of the Company’s outstanding common stock and nonvoting common stock at a ratio of up to 1-for-20, the exact split ratio to be determined in the sole discretion of the board (the “Reverse Stock Split Amendment”). As of the date of this report, the board has not taken any action to implement the Reverse Stock Split Amendment.
Also, as previously disclosed in the Company’s filings with the SEC, the Company received a similar notice from the Staff on November 29, 2012, stating that the Company no longer met the requirement of maintaining a minimum bid price of $1.00 per share on The Nasdaq Global Market. On January 23, 2013, the Staff notified the Company that it had regained compliance with the minimum bid price rule.
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.
JACKSONVILLE BANCORP, INC.
By:
/s/ Valerie A Kendall
Valerie A. Kendall
Executive Vice President and
Chief Financial Officer
