0001171843-13-002375.txt : 20130603 0001171843-13-002375.hdr.sgml : 20130603 20130603101950 ACCESSION NUMBER: 0001171843-13-002375 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130531 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130603 DATE AS OF CHANGE: 20130603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OptimumBank Holdings, Inc. CENTRAL INDEX KEY: 0001288855 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50755 FILM NUMBER: 13887033 BUSINESS ADDRESS: STREET 1: 2477 EAST COMMERCIAL BOULEVARD CITY: FORT LAUDERDALE STATE: FL ZIP: 33308 BUSINESS PHONE: 954 776-2332 MAIL ADDRESS: STREET 1: 2477 EAST COMMERCIAL BOULEVARD CITY: FORT LAUDERDALE STATE: FL ZIP: 33308 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 31, 2013 


OptimumBank Holdings, Inc.
(Exact name of registrant as specified in its charter)

Florida 000-50755 55-0865043
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer Identification No.)

2477 E. Commercial Blvd., Ft. Lauderdale, FL 33308 33308
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   (954) 776-2332

________________________________________________________________________________
(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 8.01. Other Events.

On May 31, 2013 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press release dated May 31, 2013


SIGNATURE

    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.

    OptimumBank Holdings, Inc.
(Registrant)


May 31, 2013
(Date)
  /s/   RICHARD L. BROWDY
Richard L. Browdy
President


  Exhibit Index
  99.1 Press release dated May 31, 2013






EX-99 2 newsrelease.htm PRESS RELEASE OptimumBank Holdings, Inc. Completes 1-for-4 Reverse Stock Split

EXHIBIT 99.1

OptimumBank Holdings, Inc. Completes 1-for-4 Reverse Stock Split

FORT LAUDERDALE, Fla., May 31, 2013 (GLOBE NEWSWIRE) -- OptimumBank Holdings, Inc. (Nasdaq:OPHC) announced today that it is effecting a one-for-four (1:4) reverse split of its common stock, effective at the close of business today. The reverse stock split, which was authorized by its Board of Directors, was approved by the Company's shareholders on April 30, 2013 at the annual meeting of shareholders. The Company's common stock will commence trading on June 3, 2013 on a split-adjusted basis under the symbol OPHC with a new CUSIP number (68401P304).

The Company has implemented the reverse stock split in order to meet the Nasdaq listing rules that require the Company to maintain at least a $1.00 per share minimum bid price. Reducing the number of outstanding shares of the Company's common stock through the reverse stock split is intended to increase the per share market price of the common stock. The Company's Board of Directors believes that increasing the per share trading price of the common stock will result in the price being increased above, and remaining above, the $1.00 bid price required by the Nasdaq listing rules. However, other factors, such as the Company's financial results, market conditions and the market perception of its business may adversely affect the market price of the Company's common stock. As a result, there can be no assurance that the market price stock will increase following the reverse stock split, that the market price will not decrease in the future, or that the Company will otherwise be able to comply with applicable listing requirements.

In the reverse split, each four shares of issued and outstanding common stock will be converted automatically into one share of common stock. Fractional shares resulting from the reverse stock split will be rounded up to the next whole share. The number of shares of the Company's common stock issued and outstanding will be reduced from approximately 31,511,201 shares of common stock as of May 31, 2013 to approximately 7,877,800 shares outstanding post split. The reverse split will also have a proportionate effect on all stock options outstanding as of May 31, 2013.

Shareholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Shareholders of record as of May 31, 2013 who hold share certificates will receive instructions from the Company's transfer agent, Continental Stock Transfer and Trust Company, explaining the process for obtaining new post-split stock certificates.

OptimumBank Holdings, Inc. is the bank holding company for OptimumBank, a Florida chartered bank.

Any statements in this news release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "expect," "believe," "intend," "estimate," "project," "may" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are predicated on management's beliefs and assumptions based on information known to Company's management as of the date of this news release and do not purport to speak as of any other date. Such statements reflect the view of Company's management as of this date with respect to future events and are not guarantees of future events, involve assumptions, and are subject to risks and uncertainties, such as changes in the Company's plans, objectives, expectations, and intentions. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, actual events could differ materially from those discussed. Factors that could cause or contribute to such differences include market conditions that may affect the results expected from the reverse stock split. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this news release or in any documents, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

CONTACT: For more information contact:
         Moishe Gubin, Chairman of the Board or
         Thomas A. Procelli, Chief Operating Officer
         at (954) 776-2332