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
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Date of Report (Date of earliest event reported): August 19, 2009
COOPERATIVE BANKSHARES, INC.
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(Exact name of registrant as specified in charter)
NORTH CAROLINA 0-24626 56-1886527
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
201 MARKET STREET, WILMINGTON, NORTH CAROLINA 28401
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (910) 343-0181
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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:
[ ] 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 1.03 BANKRUPTCY OR RECEIVERSHIP.
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As previously disclosed, on June 19, 2009, Cooperative Bank (the
"Bank"), the wholly owned subsidiary of Cooperative Bankshares, Inc. (the
"Company"), was closed by the North Carolina Commissioner of Banks and the
Federal Deposit Insurance Corporation was appointed as receiver of the Bank. On
that same date, First Bank, Troy, North Carolina. acquired all banking
operations, including most of the deposits, of the Bank and purchased most of
the Bank's assets in a transaction facilitated by the FDIC.
The Company's principal asset was its ownership of the common stock of
the Bank and, as a result of the receivership of the Bank, the Company has very
limited remaining tangible assets. Consequently, on August 19, 2009, the
Company commenced a voluntary case under Chapter 7 of Title 11 of the United
States Code in the United States Bankruptcy Court for the Eastern District of
North Carolina. As a result of the Company's filing for bankruptcy, the Company
does not believe that there will be any assets available to holders of the
capital stock of the Company.
In connection with the receivership of the Bank and the Company's
filing for bankruptcy, effective August 19, 2009, all of the directors and
executive officers of the Company resigned from their respective positions with
the Company.
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
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OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
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The Company's filing for bankruptcy on August 19, 2009 resulted in an
event of default under the terms of the Indenture, dated as of August 30, 2005,
governing the Company's $15,464,000 in junior subordinated debentures due
September 15, 2035 (the "Debt Securities") and the related trust preferred
securities of the Company's subsidiary, Cooperative Bankshares Capital Trust I.
Upon the occurrence of this event of default, the entire principal amount of the
Debt Securities and any premium and interest accrued, but unpaid, thereon became
immediately due and payable.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
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APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
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CERTAIN OFFICERS.
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The information included in Item 1.03 of this Current Report on Form
8-K is incorporated herein by reference.
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.
COOPERATIVE BANKSHARES, INC.
/s/ Todd L. Sammons
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Todd L. Sammons
Chief Financial Officer and Interim
President and Chief Executive Officer
Date: August 19, 2009