c-8k010609.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): December 30, 2008
COMMUNITY
CENTRAL BANK CORPORATION
(Exact
name of Registrant as specified in its charter)
|
Michigan
(State
or Other Jurisdiction
of
Incorporation)
|
000-33373
(Commission
File Number)
|
38-3291744
(IRS
Employer Identification
No.)
|
|
100
N. Main Street, Mt. Clemens, MI
(Address
of principal executive
offices)
|
48046
(Zip
Code)
|
Registrant’s
telephone number, including area code (586) 783-4500
Not
Applicable
(Former
name or former address, if changed since last year)
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
3.02 Unregistered Sales of Equity
Securities.
On December 31, 2008, Community Central
Bank Corporation (the “Company”) completed the sale of $3.3 million of equity
securities of the Company (the “Capital Investment”), as described in more
detail below, to several accredited investors (the “Investors”) in an offering
exempt from the Securities Act registration requirements under Section 4(2)
of the Securities Act of 1933, as amended.
Terms
of the Series A Preferred Stock
In connection with the Capital
Investment, the Company established a newly authorized series of preferred
stock, designated as Series A Noncumulative Convertible Perpetual Preferred
Stock (the “Series A Preferred Stock”). The number of authorized
shares of Series A Preferred Stock is 7,000. The Company filed the
Certificate of Designation for the Series A Preferred Stock (the
“Certificate of Designation”) with the State of Michigan on December 30,
2008, which sets forth the preferences, limitations, voting powers and relative
rights of the Series A Preferred Stock, that is attached hereto as
Exhibit 4.1.
The Company sold 3,300 shares of
Series A Preferred Stock to the Investors at a purchase price of $1,000 per
share for an aggregate offering price of $3,300,000. The Series A Preferred
Stock can be converted into common stock of the Company at any time by the
holders, or by the Company in certain circumstances, at an initial conversion
price of $10.00 per share of common stock, subject to adjustment and certain
limitations, as described below.
Dividends on the Series A
Preferred Stock are payable quarterly in arrears if, when and as declared by the
Company’s Board of Directors, at a rate of 12.00% per year on the liquidation
preference of $1,000 per share. Dividends on the Series A Preferred Stock
will be non-cumulative. If the Company’s Board of Directors or any duly
authorized committee thereof does not declare a dividend on the Series A
Preferred Stock for any dividend period prior to the related dividend payment
date, that dividend will not accrue, and the Company will have no obligation to
pay, and holders shall have no right to receive, a dividend for that dividend
period on the related dividend payment date or at any future time, whether or
not dividends on the Series A Preferred Stock or any other series of preferred
stock or common stock are declared for any subsequent dividend period with
respect to Series A Preferred Stock, junior stock or any other class or series
of authorized preferred stock of the Company. With certain limited exceptions,
if the Company does not pay full cash dividends on the Series A Preferred
Stock for the most recently completed dividend period, the Company may not pay
dividends on, make any distributions relating to, or redeem, purchase, acquire
or make a liquidation payment relating to its common stock or other stock
ranking equally with or junior to the Series A Preferred Stock. The
Series A Preferred Stock is not redeemable by the holders or the
Company.
The initial conversion price for the
Series A Preferred Stock is $10.00 per share of common stock. Holders of
the Series A Preferred Stock may convert their shares into common stock at
any time. The Company shall have the right, at its option, to cause some or all
of the Series A Preferred Stock to be converted into shares of common stock at
any time after a Mandatory Conversion Event, which is any time on or after
January 1, 2010, in the event that (i)
the
closing price of the Company’s common stock equals or exceeds one hundred ten
percent (110%) of the then prevailing conversion price for at least twenty (20)
trading days in a period of thirty (30) consecutive trading days, and (ii) the
Company has paid in full all dividends on the shares of Series A Preferred Stock
for four (4) consecutive dividend periods. However, no holder of Series A
Preferred Stock will be entitled to receive shares of common stock upon
conversion to the extent (but only to the extent) that such receipt would cause
such converting holder to become, directly or indirectly, a “beneficial owner”
(within the meaning of Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder) of more than 19.9% of the voting power of
the Company following such conversion, unless the Company obtains the requisite
shareholder approval under NASDAQ Marketplace Rules. Additionally, no holder of
Series A Preferred Stock will be permitted to receive common stock upon
conversion of its Series A Preferred Stock to the extent such conversion
would cause such holder to beneficially own more than 9.9% of the Company’s
common stock outstanding at such time.
Holders of the Series A Preferred Stock
generally do not have any voting rights, except that the consent of the holders
of a majority of the number of shares of Series A Preferred Stock at the time
outstanding, consenting as a separate class, shall be necessary to: (i) enter
any agreement, contract or understanding or otherwise incur any obligation which
by its terms would violate or be in conflict in any material respect with the
rights or preferences of the Series A Preferred Stock; (ii) amend the articles
of incorporation or bylaws of the Company, if such amendment would alter or
change the powers, preferences or special rights of the holders of the Series A
Preferred Stock so as to affect them adversely; or (iii) amend or waive any
provision in the Certificate of Designation of the Series A Preferred
Stock. Notwithstanding the foregoing, the consent of the holders of
the Series A Preferred Stock will not be necessary to authorize or issue, or
obligate the Company to issue, any senior stock, parity stock or additional
Series A Preferred Stock, or right convertible or exchangeable for senior stock,
parity stock or additional Series A Preferred Stock.
In addition, whenever, at any time or
times, dividends payable on the shares of Series A Preferred Stock have not been
paid for an aggregate of four quarterly dividend periods or more, whether or not
consecutive, the authorized number of directors of the Company shall
automatically be increased by two and the holders of a majority of the number of
shares of the Series A Preferred Stock at the time outstanding, voting
separately as a class, shall have the right to elect two directors ( “Preferred
Directors”) to fill the newly created directorships. Once the Company
has declared and paid dividends on all outstanding shares of Series A Preferred
Stock for four consecutive dividend periods, the right of the holders of the
Series A Preferred Stock to elect directors shall terminate and the term of
office of all Preferred Directors then in office shall terminate
immediately.
The above summary of the Certificate of
Designation does not purport to be a complete description of the Certificate of
Designation and is qualified in its entirety by reference to the Certificate of
Designation attached hereto as Exhibit 4.1.
Item 3.03
Material Modification
to Rights of Security Holders.
As part of the Capital Investment, the
Company issued 3,300 shares of its Series A Preferred Stock, the terms of
which are more fully described in the Certificate of Designation attached hereto
as Exhibit 4.1. The Company may hold subsequent closings
and issue up to 3,700 additional shares of its Series A Preferred Stock as
additional subscriptions are received.
The holders of the Series A
Preferred Stock have preferential dividend and liquidation rights over the
holders of the Company’s common stock. Further, the Company’s ability to declare
or pay dividends with respect to, or to redeem, purchase or make a liquidation
payment with respect to the Company’s common stock is limited by the terms of
the Series A Preferred Stock. The applicable terms and preferences attached
to the Series A Preferred Stock are more fully described in Item 3.02
above, and are contained in the Certificate of Designation attached hereto as
Exhibit 4.1.
The above summary is qualified in its
entirety by reference to the Certificate of Designation attached hereto as
Exhibit 4.1.
Item
5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 30, 2008, the Company filed
the Certificate of Designation with the State of Michigan for the purpose of
establishing the preferences, limitations, voting powers and relative rights of
the Series A Preferred Stock. The Certificate of Designation became
effective with the State of Michigan upon filing.
The applicable terms and preferences
attached to the Series A Preferred Stock are more fully described in
Item 3.02 above, and are contained in the Certificate of Designation. This
description is qualified in its entirety by reference to the copy of the
Certificate of Designation, which is attached hereto as
Exhibit 4.1.
Item
9.01 Financial
Statements and Exhibits
|
4.1
|
Certificate
of Designation of Community Central Bank Corporation filed on December 30,
2008 with the State of Michigan designating the preferences, limitations,
voting powers and relative rights of the Series A Preferred
Stock.
|
|
99.1
|
Press
Release dated January 6, 2009 regarding issuance of the Series A
Preferred Stock.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
Dated:
January 6, 2009
|
|
COMMUNITY
CENTRAL BANK CORPORATION
(Registrant)
By:
/s/ Ray T. Colonius
——————————————
Ray
T. Colonius
Chief
Financial Officer
|