LATROBE, Pa., June 19, 2012 /PRNewswire/ -- Commercial
National Financial Corporation (NASDAQ: CNAF)(Company), parent
Company of Commercial Bank & Trust of PA, today announced that
its board of directors approved the voluntary delisting of its
common stock from NASDAQ and the deregistration of the Company's
common stock with the Securities and Exchange Commission (SEC). The
Company has notified The NASDAQ Stock Market of the Company's
intent to voluntarily delist its common stock from NASDAQ. The
Company intends to file an application on Form 25 to notify the SEC
of the Company's withdrawal from NASDAQ on June 29, 2012. The Company anticipates that its
common stock would be suspended from trading on June 29, 2012 and that, thereafter, its common
stock would be quoted and traded under the symbol "CNAF" on the
OTCQB Marketplace, operated by OTC Markets Group. After the
Company's common stock is delisted from NASDAQ, the Company will
also start the termination of the registration of its common stock
under the Securities Exchange Act of 1934 (Exchange Act). The
Company intends to file a Form 15 with the SEC on about
July 10, 2012 to deregister its
common stock under Section 12(g)(4) of the Exchange Act, and
expects the deregistration to become effective 90 days after the
Form 15 filing. At that point, the Company would suspend its
periodic reporting obligations under Section 15(d) of the Exchange
Act, including its obligation to file Forms 10-K, 10-Q and 8-K.
The decision comes in response to the recent signing into law of
the Jumpstart Our Business Startups (JOBS) Act, which, among other
things, makes it possible for banks and bank holding companies to
deregister a class of equity securities from the SEC if there are
fewer than 1,200 holders of record of such securities.
The decision to deregister from the SEC and delist from NASDAQ
was driven by a desire to achieve substantial annual savings by
reducing accounting, legal and administrative costs associated with
being an SEC registrant and NASDAQ registrant. The Company expects
to achieve approximately $250,000 in
total annual hard and soft dollar cost savings, while maintaining
the integrity and liquidity of its investors' stock holdings. The
Company will continue to prepare and publish quarterly and annual
financial results which will be similar in nature to much of the
financial information currently disclosed in the Company's periodic
SEC reports. The Company will continue to mail shareholders the
substantially same information as it currently does.
The Company's wholly-owned subsidiary, Commercial Bank &
Trust of PA ("Bank") will continue to report detailed quarterly
financial results to the Federal Deposit Insurance Corporation
(FDIC) via call reports, which are publicly available on the FDIC
website, www2.fdic.gov/Call_TFR_Rpts. The Bank will also continue
to undergo periodic internal audits to ensure that the Bank
operates with proper control procedures and prudent risk management
practices, and will be subject to regulatory examinations by the
FDIC and the Pennsylvania Department of Banking related to safety
and soundness along with compliance with all applicable regulatory
requirements.
As a bank holding company, Commercial National Financial
Corporation will continue to operate under the monitoring and
periodic examination by the Federal Reserve Bank of Cleveland, and will continue to undergo an
annual audit by independent CPAs.
The board of directors noted that in addition to the significant
yearly cost savings, deregistering the Company's shares also will
enable senior management to focus more on the day-to-day operations
of the bank, as opposed to the considerable time necessary to
manage compliance with SEC reporting requirements.
In addition to Latrobe,
Pennsylvania where it is headquartered, the Company operates
community banking facilities in Greensburg, Hempfield Township, Ligonier, North
Huntingdon, Unity Township
and West Newton, Pennsylvania and
also maintains a commercial business development sales force
throughout its entire market area. The Company operates an asset
management and trust division of Commercial Bank & Trust of PA
headquartered in Greensburg,
Pennsylvania. Commercial Bank & Trust of PA also serves
its customer base from an Internet banking site (www.cbthebank.com)
and an automated TouchTone Teller banking system.
Safe Harbor Statement
Forward-looking statements (statements which are not
historical facts) in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the
foregoing, words such as "may," "will," "to," "expect," "believe,"
"anticipate," "intend," "could," "would," "estimate," or "continue"
or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements.
These statements are based on information currently available to
the Company, and the Company assumes no obligation to update these
statements as circumstances change. Investors are cautioned that
all forward-looking statements involve risk and uncertainties,
including changes in general economic and financial market
conditions, unforeseen problems, and the Company's ability to
execute its business plans. The actual results of future
events could differ materially from those stated in any
forward-looking statements herein.
SOURCE Commercial National Financial Corporation