Bank of McKenney Announces Intent to Voluntarily Delist and Deregister Its Common Stock
MCKENNEY, Va., Dec. 8 /PRNewswire-FirstCall/ -- Bank of McKenney (Nasdaq: BOMK) announced today it that has notified The NASDAQ Stock Market ("NASDAQ") of its intent to voluntarily delist its common stock from The NASDAQ Capital Market, deregister its common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and cease filing periodic reports under the Exchange Act with the Board of Governors of the Federal Reserve System (the "Federal Reserve"). At a special meeting held today, the Bank's shareholders approved proposals to effect a reclassification of certain shares of the Bank's common stock into Series A Preferred Stock. As a result of the reclassification, each share of common stock held by shareholders of record owning 450 or fewer shares immediately prior to the effective time of the reclassification will be converted into the right to receive one share of Series A Preferred Stock. The reclassification is being undertaken for the purpose of reducing the number of shareholders to less than 300, such that the Bank can deregister its common stock under the Exchange Act and cease filing Exchange Act reports with the Federal Reserve.
The decision to voluntarily delist and deregister the Bank's common stock is a cost savings step that will reduce expenses on an annual basis associated with the Bank's NASDAQ listing and compliance with Exchange Act reporting requirements. Given the limited public trading volume and liquidity of the Bank's common stock, the Bank's management does not believe that the benefits of having its common stock listed and registered outweigh the associated annual costs. Management believes that the expense reductions inherent in delisting and deregistering the common stock will benefit the Bank and its shareholders, and ultimately will serve to maximize the value of the Bank.
The Bank anticipates that it will file with the Federal Reserve a Form 25 relating to the delisting of its common stock on or about December 18, 2009. The Bank expects that trading in its common stock will be suspended by NASDAQ effective as of open of business of the date upon which the Form 25 is filed, with official delisting of the common stock becoming effective ten days thereafter. Following clearance by the Financial Industry Regulatory Authority of a Form 211 application filed by a market maker in the Bank's common stock, the Bank expects that its common stock will be quoted on the OTC Bulletin Board.
Bank of McKenney is a full-service community bank headquartered in McKenney, Virginia with six branches serving Southeastern Virginia.
Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors. More information about these factors is contained in Bank of McKenney's filings with the Federal Reserve.
SOURCE Bank of McKenney