Breaking News

Tweet TWEET

Berkshire Bancorp Inc. Announces Intent to Delist and Deregister Its Common Stock

 Berkshire Bancorp Inc. Announces Intent to Delist and Deregister Its Common
                                    Stock

PR Newswire

NEW YORK, Nov. 8, 2013

NEW YORK, Nov. 8, 2013 /PRNewswire/ --The Board of Directors (the "Board") of
Berkshire Bancorp Inc. (Nasdaq: BERK) (the "Company"), announced today that
the Company has today notified The Nasdaq Stock Market LLC of the Company's
intent to voluntarily delist its common stock from The Nasdaq Global Market
(the "Nasdaq Exchange") and to file a Form 25, Notification of Removal from
Listing and/or Registration under Section 12(b) of the Securities and Exchange
Act of 1934 (the "Exchange Act"), with the Securities and Exchange Commission
("SEC") on or about November 18, 2013. The Company anticipates that its
common stock will trade on the OTCQB over-the-counter market following the
completion of its delisting from the Nasdaq Exchange. The Company is eligible
to deregister because it has fewer than 1,200 holders of record of its common
stock.

Subsequent to the effective date of delisting on the Nasdaq Exchange, the
Company also intends to take the necessary action to deregister its common
stock under Sections 12(g) and 15(d) of the Exchange Act, as amended by the
Jumpstart Our Business Startups Act (commonly referred to as the JOBS Act), by
filing a Form 15, Certification and Notice of Termination of Registration
under Section 12(g) of the Exchange Act or Suspension of Duty to File Reports
under Sections 13 and 15(d) of the Exchange Act, with the SEC. The Form 15
will become effective 90 days after filing if there are no objections from the
SEC or such shorter period as the SEC may determine. The Company expects that
its obligation to file periodic reports with the SEC under Sections 13 and
15(d) of the Exchange Act, such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, will be immediately
suspended upon the filing of the Form 15, unless the SEC denies the
effectiveness of Form 15, in which case the Company is required to file all
required reports within 60 days of such denial.

The Board, acting on a recommendation of a special committee of the Board
composed of directors without any interest in the delisting, determined that
delisting and deregistration of the Company's common stock is in the best
interests of the Company and its stockholders based on a number of factors,
including (a) the disproportionately high costs of preparing and filing
periodic reports with the SEC and complying with the Nasdaq Exchange's listing
rules, (b) the accounting, audit, legal and other costs and expenses
associated with being a public company, (c) the demands placed on Company
management and other personnel to comply with SEC reporting requirements and
(d) the historically low trading volume in the Company's common stock. The
opportunity to achieve substantial savings from reduced accounting, legal and
administrative costs associated with being a public company, as well as the
time which key executives of the Company were required to devote to
SEC-related matters which restricted the time available to them to devote to
business activities, were key factors in the Board's decision to delist and
deregister the Company's common stock. The Board found that any cost savings
should directly benefit the Company's earnings and bank regulatory capital
requirements.

Despite deregistering its common stock, the Company intends to continue to
have its financial statements audited annually by an independent accounting
firm and prepare and disseminate quarterly and annual financial results. The
Company's wholly-owned subsidiary, The Berkshire Bank, will continue to report
detailed quarterly financial results to the Federal Deposit Insurance
Corporation via its Call Reports, which are publicly available on the FDIC's
website at www.fdic.gov.

The Company is headquartered in New York, New York and operates twelve
deposit-taking offices serving individuals and small- to mid-size businesses
in New York and New Jersey. As of June 30, 2013, the Company reported assets
of $789,841,000 and total stockholders' equity of $130,538,000. Total shares
outstanding as of the close of business on November 7, 2013, were 14,416,198.

This press release may contain a number of forward-looking statements, as that
term is defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties which could
cause actual results to differ materially from those currently anticipated due
to a number of factors, including, but not limited to, factors discussed in
documents filed by the Company with the SEC from time to time.The Company
undertakes no obligation to update these forward-looking statements to reflect
events or circumstances that occur after the date on which such statements
were made.

SOURCE Berkshire Bancorp Inc.

Contact: Joseph Fink, 212-791-5362
 
Press spacebar to pause and continue. Press esc to stop.