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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): February 2, 2009
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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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On February 3, 2009, Cooperative Bankshares, Inc. (the "Company"), the
parent company of Cooperative Bank (the "Bank"), issued a press release
announcing that it is delaying the release of its earnings report for the
quarter and year-ended December 31, 2008 as a result of an ongoing third-party
analysis of its loan portfolio and a third-party analysis of its $5.5 million
goodwill asset. A copy of the press release is attached to this Report as
Exhibit 99.1 and paragraphs one through five of such release are furnished
herewith.
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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(b) On February 2, 2009, Frederick Willetts, III notified the Boards
of Directors of the Company and the Bank of his intent to retire as President
and Chief Executive Officer of the Company and the Bank effective February 3,
2009. Mr. Willetts will continue as Chairman of the Board of the Company and the
Bank subsequent to his retirement as President and Chief Executive Officer.
(c) Effective February 3, 2009, the Boards of Directors of the Company
and the Bank appointed Todd L. Sammons, the Company's and the Bank's Executive
Vice President and Chief Financial Officer, as Interim President and Chief
Executive Officer of the Company and the Bank. Mr. Sammons, age 47, has served
as Senior Vice President and Chief Financial Officer of the Company and the Bank
since 2000 and was promoted to Executive Vice President in 2008. Mr. Sammons
will continue to serve as Chief Financial Officer of the Company and the Bank
during his term as Interim President and Chief Executive Officer.
Effective February 3, 2009, the Boards of Directors of the Company and
the Bank also expanded the responsibilities of Craig L. Unwin, the Bank's Chief
Credit Officer. In connection with his new responsibilities, it is expected that
Mr. Unwin will be required to approve all Bank loans in excess of $50,000 except
for one- to four-family mortgage loans that will be sold in the secondary
market, which authority shall remain with Dickson B. Bridger, Executive Vice
President of Mortgage Lending. Mr. Unwin's duties will also include, among other
things, overseeing the Bank's entire loan portfolio, ensuring that lenders
adhere to Bank loan policies, overseeing loan underwriting, credit quality and
document credit quality and ensuring credit relationships remain within the
Bank's legal lending limits. Mr. Unwin, age 59, has served as the Bank's Vice
President of Credit Administration since 2004 and was promoted to Senior Vice
President and Chief Credit Officer of the Bank in 2008. Before joining the Bank,
Mr. Unwin served as Senior Credit Officer, Southeastern Region, for First
Citizens Bank & Trust, Wilmington, North Carolina, from 2004 to 2006. Prior to
that, Mr. Unwin was a Senior Commercial Lender at BB&T Bank in Wilmington, North
Carolina.
(e) In connection with his retirement as President and Chief Executive
Officer of the Company and the Bank, Mr. Willetts' employment agreement with the
Company and the Bank was terminated effective February 3, 2009.
A copy of the press release aannouncing these changes is attached to
this Report as Exhibit 99.1 and paragraphs one and six through nine of such
release are incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
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Because the Bank's total risk-weighted capital level as of December 31,
2008 was below the 8% threshold to be considered "adequately capitalized" under
the federal prompt corrective action regulations, the Federal Reserve Bank of
Richmond ("FRB") has verbally notified the Bank that it will permit the Bank to
draw on its line of credit with the FRB only in limited circumstances and for a
short duration. As a result, as of the date of this Report, the Bank has repaid
all outstanding advances under this line of credit, which totaled $25 million,
and the Bank has available credit under this facility of up to $117 million.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
Number Description
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99.1 Press Release dated February 3, 2009
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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
Interim President and Chief Executive
Officer and Chief Financial Officer
Date: February 6, 2009