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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): May 16, 2008
COOPERATIVE BANKSHARES, INC.
(Exact name of registrant as specified in charter)
NORTH CAROLINA 0-24626 56-1886527
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
201 MARKET STREET, WILMINGTON, NORTH CAROLINA 28401
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (910) 343-0181
NOT APPLICABLE
(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))
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ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
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OR STANDARD; TRANSFER OF LISTING.
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As previously announced, Paul G. Burton, who was one of the independent
directors of Cooperative Bankshares, Inc. (the "Company") and a member of the
Company's Audit Committee, retired from the Company's Board of Directors on
April 25, 2008 because he reached the mandatory retirement age set forth in the
Company's Bylaws. On May 16, 2008, the Company received a letter from the Nasdaq
Stock Market ("Nasdaq") notifying the Company that, as a result of the
retirement of Mr. Burton from the Board, the Company was no longer in compliance
with the requirements of Nasdaq Marketplace Rule 4350, which requires that the
Company have three independent directors serving on its Audit Committee.
On May 20, 2008, the Company appointed R. Allen Rippy, an independent
director, to the Company's Audit Committee. In a subsequent letter to the
Company, dated May 20, 2008, the Nasdaq staff confirmed that Mr. Rippy's
appointment to the Audit Committee rendered the Company in compliance with
Nasdaq Marketplace Rule 4350.
A press release disclosing the Nasdaq letter and the appointment of Mr.
Rippy to the Company's Audit Committee, dated May 20, 2008, is attached as
Exhibit 99.1 and is furnished herewith.
ITEM 8.01 OTHER EVENTS.
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On May 20, 2008, the Company issued a press release announcing that on
May 20, 2008, the Board of Directors declared the 2008 second quarter dividend
of $0.05 per share. The dividend is payable on or about July 16, 2008, to
stockholders of record as of July 1, 2008.
The full text of the Company's press release dated May 20, 2008, issued
in connection with the announcement, is attached as Exhibit 99.2 and is
furnished herewith.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
Number Description
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99.1 Press Release dated May 20, 2008
99.2 Press Release dated May 20, 2008
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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
Senior Vice President and Chief Financial
Officer
Date: May 20, 2008