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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): April 25, 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 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) Immediately following the annual meeting of stockholders of
Cooperative Bankshares, Inc. (the "Company") held on April 25, 2008, Paul G.
Burton retired as a member of the Board of Directors of the Company and its
wholly-owned subsidiary, Cooperative Bank (the "Bank"). Mr. Burton's retirement
was not due to any disagreement with the Company or the Bank or any concerns
relating to the operations, policies or practices of either the Company or the
Bank, but was instead due to Mr. Burton having reached the mandatory retirement
age set forth in the Company's Bylaws.
(c) On April 25, 2008, the Company's stockholders approved the Cooperative
Bankshares, Inc. Stock-Based Retirement Plan (the "Plan"). The Plan was
previously approved by the Company's Board of Directors on February 20, 2008.
The Plan is being implemented to allow directors who currently maintain a
director retirement agreement with the Bank to make a one-time irrevocable
election to substitute their benefit under their director retirement agreement
with a benefit under the Plan. All directors serving on the Company's Board of
Directors as of February 20, 2008 are eligible to participate in the Plan as of
April 25, 2008, the effective date of the Plan. Directors electing to substitute
their benefits may elect to transfer the value of their accrued benefit under
their director retirement agreement to a trust established for the Plan. The
outside Plan trustee will then purchase shares of Company common stock on the
open market with transferred funds. Each director participating in the Plan will
be credited with an initial number of stock units (each unit representing one
share of Company common stock) based on the director's proportionate share of
the total funds transferred to the Plan trust. All stock units under the Plan
will be credited with dividends (if any) and all dividends will be deemed to be
reinvested in Company common stock.
As of April 24, 2008, the Company's directors had $335,442 in the
aggregate accrued under their director retirement agreements with the Bank. If
all of the directors elect to substitute their director retirement agreements
with benefits under the Plan, based on the Company's stock closing price of
$9.93 per share on April 24, 2008, 33,781 shares of Company common stock
would be held in the Plan trust.
A copy of the Plan was included as an appendix to the Company's definitive
proxy statement filed with the Securities and Exchange Commission on March 14,
2008.
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
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FISCAL YEAR.
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(b) On April 25, 2008, the Company's stockholders approved an amendment to
Article 6 of the Company's Articles of Incorporation that provides that the
number of the Company's directors shall be such number as shall be provided from
time to time in, or in accordance with, the Company's Bylaws. A proposal
relating to this amendment was included in the Company's definitive proxy
statement filed with the Securities and Exchange Commission on March 14, 2008.
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Upon stockholder approval of the amendment, the Company's Board of Directors
immediately amended Article III, Section 2 of the Company's Amended and Restated
Bylaws to decrease the number of the Company's directors to six, or such other
number as the Company's Board of Directors may set by resolution from time to
time. The Company's Amended and Restated Bylaws are filed as Exhibit 3.2 to this
Form 8-K and are incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
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The Company is furnishing the transcript of a report that the Company's
President and Chief Executive Officer presented to stockholders at the Company's
annual meeting of stockholders held on April 25, 2008. The text of the report is
filed as Exhibit 99.1 to this Form 8-K and is furnished herewith.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
Number Description
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3.2 Amended and Restated Bylaws
99.1 Annual Report of the President to the Stockholders of
Cooperative Bankshares, Inc., delivered at the Company's
annual meeting of stockholders on April 25, 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/ Frederick Willetts, III
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Frederick Willetts, III
President and Chairman of the Board
Date: April 29, 2008