Centennial Bank Holdings, Inc. - Current report filing (8-K)
October 31 2007 - 4:23PM
Edgar (US Regulatory)
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)
October
26, 2007
Centennial
Bank Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-51556
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41-2150446
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1331 Seventeenth St., Suite 300
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Denver, CO
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80202
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(Address
of principal executive offices)
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(Zip
Code)
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Registrants telephone number, including area code
303-296-9600
(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:
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))
Item 1.01 Entry into a Material Definitive Agreement.
On October 26, 2007, the
Companys wholly owned subsidiary, Centennial Bank of the West (CBW), entered
into a definitive agreement for the sale of certain nonperforming and
classified loans and the related accrued interest to a third party investor for
approximately $31.4 million. The
transaction closed on October 31, 2007. Under
the terms of the agreement, the purchase price is adjusted for any advances on
open lines of credit and all principal, interest and other payments received
between the cut-off date of October 15, 2007 and the closing date of October
31, 2007. Under the terms and conditions
of the agreement, the purchaser has the right to demand that CBW repurchase a
loan in the event of a material breach of the representations or warranties with
respect to such loan within 90 days of the closing date. In such case, CBW has the right to cure the
breach or offer a different loan or loans to be substituted for such defective
loan, which the purchaser can elect to accept at its sole discretion.
The foregoing description of
the loan sale Agreement does not purport to be complete and is qualified in its
entirety by reference to such agreement, a copy of which is filed as Exhibit 2.1
hereto and incorporated herein by reference.
Item 2.02 Results of Operations and Financial
Condition
.*
On October 30, 2007, the
Company issued a press release announcing its financial results for the quarter
ended September 30, 2007. A copy of the
press release is furnished as Exhibit 99.1 hereto and incorporated herein by
reference.
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d) On October 30, 2007, the Board of Directors
of the Company appointed Gail H. Klapper as a director of the Company,
effective immediately. Ms. Klapper was
also appointed by the Board to serve as a member of the Boards Compensation,
Nominating and Governance Committee, effective immediately. The Board also affirmatively determined that
Ms. Klapper meets the independence requirements of the NASDAQ listing
standards. In making such determination,
the Board evaluated banking, commercial, service, familial and other
relationships between Ms. Klapper or immediate family member and their related
interests and the Company, if any, including those relationships described
below:
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Ms. Klappers son-in-law
is a partner with the law firm of Rothgerber, Johnson & Lyons LLP. Prior to Ms. Klappers appointment, the Company
and its subsidiaries have had a long-standing relationship with the law firm
regarding the provision of legal services.
The Company expects the law firm to continue to provide legal services
to the Company and its subsidiaries. The
law firm has not received payments for property or services in the current or
any of the past three fiscal years that exceed 5% of the law firms gross
revenues for that year, or $200,000, whichever is more.
Ms. Klapper serves as a
board member of the Orchard Trust Company, an affiliate of Great-West
Retirement Services. Orchard Trust is
the prototype sponsor and trustee of the Companys 401(k) Plan.
The Board determined that
none of these relationships is material or would interfere with the exercise of
independent judgment in carrying out the responsibilities of Ms. Klapper as a
director. Also, the Board determined
that Ms. Klapper meets the definition of an outside director for purposes of
Section 162(m) under the Internal Revenue Code.
However, the Board determined that, because of the law firm relationship
disclosed above, Ms. Klapper does not meet the definition of a non-employee
director for purposes of Rule 16b-3 under the Securities Exchange Act of 1934.
Item
5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
(a) On October 30, 2007, the Board of Directors of the
Company approved and adopted the amendment and restatement of Sections 1-4 of
Article V of the Companys Bylaws. The
Bylaws were amended to permit shares of stock in the Company to be
uncertificated shares. A copy of the
Companys Amended and Restated Bylaws is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
*
On October 30, 2007, the
Company issued a press release announcing its financial results for the quarter
ended September 30, 2007. A copy of the
press release is furnished as Exhibit 99.1 hereto and incorporated herein by
reference.
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Item 9.01 Financial Statements and Exhibits.
*
(d) Exhibits.
The following exhibits are being
filed or furnished (as designated) herewith:
2.1 Loan Sale Agreement, dated October 26, 2007, by and
between Centennial Bank of the West, a wholly owned subsidiary of Registrant
and CapFinancial CV2, LLC (filed).
3.1 Amended and Restated Bylaws of the Registrant (filed).
99.1 Press Release, dated October 30, 2007 (furnished).
*
The information furnished under Items 2.02, 7.01 and 9.01 of this Current
Report on Form 8-K shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities under that Section, nor shall it be deemed incorporated by
reference in any registration statement or other filings of Centennial Bank
Holdings, Inc. under the Securities Act of 1933, as amended, except as shall be
set forth by specific reference in such filing.
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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.
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CENTENNIAL
BANK HOLDINGS, INC.
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By:
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/s/ Zsolt K. Besskó
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Name:
Zsolt K. Besskó
Title:
Executive Vice President,
General Counsel and Secretary
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Date: October 31, 2007
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