-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U+/h5Hh0BtTUYJUIA3z3+JDwFgOmn6QCRFYOepIMEvDzqkHvCQ+rUwj/WgjniU37 0zj8r81VdDIwTs0MVTKiBQ== 0000811211-09-000001.txt : 20090102 0000811211-09-000001.hdr.sgml : 20090101 20090102141702 ACCESSION NUMBER: 0000811211-09-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090102 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20090102 DATE AS OF CHANGE: 20090102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSITY BANCORP INC /DE/ CENTRAL INDEX KEY: 0000811211 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382929531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16023 FILM NUMBER: 09501128 BUSINESS ADDRESS: STREET 1: 959 MAIDEN LANE CITY: ANN ARBOR STATE: MI ZIP: 48105 BUSINESS PHONE: 9066359794 MAIL ADDRESS: STREET 1: 959 MAIDEN LANE CITY: ANN ARBOR STATE: MI ZIP: 48105 FORMER COMPANY: FORMER CONFORMED NAME: NEWBERRY BANCORP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FORTUNE 44 CO /DE/ DATE OF NAME CHANGE: 19900401 8-K 1 form8k.htm

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):

January 2, 2009 (January 2, 2009 )

 

 

UNIVERSITY BANCORP, INC.

 

(Exact name of Company as specified in its charter)

 

Washington

0-16023

38-2929531

(State or other jurisdiction of incorporation)

 

(Commission File Number)

(IRS Employer Identification No.)

2015 Washtenaw, Ann Arbor, Michigan

48104

(Address of principal executive offices)

 

 

(Zip Code)

Company’s telephone number, including area code:

(734) 741-5858

 

 

 

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 Company under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

This Form 8-K and other reports filed by University Bancorp Inc. (the “Company”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company’s or the Company’s management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On December 31, 2008, University Bancorp, Inc. (the “Company”) issued a press release announcing that it had notified the Nasdaq Stock Market of its intent to voluntarily delist its common shares from the Nasdaq Capital Market, and that it intends to voluntarily deregister its common shares under the Securities Exchange Act of 1934, as amended, and cease filing reports with the Securities and Exchange Commission. The Board of Directors of the Company approved the delisting of its common shares from the Nasdaq Capital Market and deregistration of its common shares under the Securities Exchange Act of 1934 at a meeting of the Board of Directors held on December 31, 2008. The Company has fewer than 300 record holders of its common shares, and therefore is eligible to deregister its common shares under the Securities Exchange Act of 1934, and exit the Securities and Exchange Commissions periodic reporting system.

 

The Company expects that it will file with the Securities and Exchange Commission a Form 25 relating to the delisting of its common shares on or about January 12, 2009 Accordingly, the Company expects that the last day of trading of its common shares on the Nasdaq Capital Market will be on or about January 12, 2009.  On the effective date of the delisting, the Company plans to file a Form 15 to deregister its common shares under Section 12(g) of the Securities Exchange Act of 1934. Upon filing of the Form 15, the Company’s obligation to file periodic reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended.  The Company expects that the deregistration of its common shares will become effective 90 days after the filing of the Form 15 with the SEC.

 

The Company intends to continue reporting to its shareholders as required by Delaware law and the Company’s bylaws.

 

A copy of the complete text of the Company’s December 31, 2008, press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(b)

Exhibits.

 

Exhibit No.

Description

 

99.1

Press release

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

University Bancorp Inc.

 

(Company)

 

 

Date

January 2, 2009

 

By:

/s/ Stephen Lange Ranzini

Name

Stephen Lange Ranzini

Title:

President and Chief Executive Officer

 

 

 

 

 

 

 EX-99 2 exh99.htm EXHIBIT 99.1 PRESS RELEASE

 

 

For Immediate Release

Contact: Stephen Lange Ranzini, President and CEO

Phone: 734-741-5858, Ext. 226

Email: ranzini@university-bank.com

 

UNIVERSITY BANCORP GIVES NOTICE OF VOLUNTARY DELISTING

 

Ann Arbor, Michigan, December 31, 2008 — University Bancorp, Inc. (NASDAQ: UNIB)(the “Company”) announced today that it has given notice to The Nasdaq Stock Market of its determination to voluntarily withdraw the Company’s common stock, $0.01 par value per share, from listing on the Nasdaq Capital Market and to withdraw the registration of the common stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Act”). The Company will file a Form 25 with the Securities and Exchange Commission to effect the delisting and withdrawal from registration under the Act. Trading in the Company’s common stock will be discontinued prior to the opening of trading on January 12, 2009.

 

The Company has determined to delist the common stock in order to minimize annual legal and accounting expense relating to public reporting obligations and related compliance with the provisions of Sarbanes-Oxley; to eliminate the annual expense of listing fees; in light of the minimal daily trading volume of the Common Stock; and in recognition of the fact that listing the Common Stock does not provide a significant benefit to the vast majority of the Company’s stockholders, on a cost effective basis.

The Company expects that it will also file with the Securities and Exchange Commission a notice on Form 15, which will suspend the Company’s obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under the Act.

While the Company’s common stock may remain eligible to be quoted on the over-the-counter bulletin board market or in the pink sheets, if market makers choose to make the necessary filings, the Company has not arranged for the listing of the common stock on any other exchange, and has not made any arrangements for the quotation of the common stock on any other quotation system or medium.

 

Ann Arbor-based University Bancorp owns 100% of University Bank which, together with its subsidiaries, holds and manages a total of over $5.0 billion in loans and assets. University Bank is an FDIC-insured, locally owned and managed community bank, and is the only financial institution headquartered in Washtenaw County rated “Outstanding” by the FDIC for Community Service and Community Reinvestment through its creative and innovative services to meet the financial needs of its community. University Bank also specializes in several niche financial services through subsidiaries:

 

 

 

UNIVERSITY BANCORP VOLUNTARILY DELISTS

PAGE TWO OF TWO

 

• University Islamic Financial Corporation, based in Ann Arbor, Michigan and 80%-owned, engages in Islamic Banking and is the first and only Islamic Banking subsidiary of a bank in the U.S.

It offers residential and commercial real estate financing, the only FDIC-insured Islamic deposits (offered through University Bank) and Islamic equity mutual funds (offered through University Insurance & Investments).

 

• Midwest Loan Services, Inc., based in Houghton, Michigan and 80%-owned, specializes in mortgage subservicing and mortgage origination primarily serving over 250 credit unions, representing 2.6% of all credit unions in the U.S.

 

• University Bank originates HUD’s FHA and VA and other mortgage loans on a wholesale and retail basis from its Farmington Hills, Michigan office.

 

• University Insurance & Investment Services is a 100%-owned subsidiary that provides a full range of insurance services as an independent agent for 49 insurance companies and investment brokerage account services.

 

Any prediction of the future is inherently not assured. Investors should read the risk factors listed on pages 23 through 24 in the Company’s report on Form 10KSB for the year ended December 31, 2007 and any prediction in this release is intended to be covered by the Safe Harbor provisions of Section 21E of the Securities Exchange Act of 1934.

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