- Current report filing (8-K)
2010年1月22日 - 7:08AM
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)
: January 14, 2010
Sterling
Banks, Inc.
(Exact
Name of Registrant as Specified in Charter)
New
Jersey
|
333-133649
|
20-4647587
|
|
|
|
|
(State
or Other Jurisdiction of
|
(Commission
File
Number
)
|
(I.R.S.
Employer
Identification No.
)
|
3100
Route 38
Mount
Laurel, New Jersey 08054
(Address
of Principal Executive Offices and Zip Code)
Registrant's
telephone number, including area code: (856) 273-5900
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
2.02. Results
of Operations and Financial Condition.
On
January 21, 2010, Sterling Banks, Inc. (the “Company”) issued a press release
announcing its intention to restate its results of operations and financial
condition for the three months and six months ended June 30, 2009, and the
three months and nine months ended September 30, 2009. This
information represents a change from the results of operations and financial
condition previously announced in the Company’s press release of August 19, 2009
(which was furnished as Exhibit 99.1 to the Company’s 8-K filed August
20, 2009), and November 25, 2009 (which was furnished as Exhibit 99.1 to
the Company’s 8-K filed November 25, 2009). A copy of the press
release is attached as Exhibit 99.1 to this Current Report.
Item
4.02. Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
(a) Following
the findings of a recent regulatory examination of the Company’s wholly owned
subsidiary, Sterling Bank (the “Bank”), the Company intends to amend its call
report for the quarter ended June 30, 2009, and to make certain adjustments
required in connection with the completion of the examination of the Bank by the
Federal Reserve Bank of Philadelphia (the “FRB”). As a result of such
amendments, the Board of Directors of the Company determined on January 14,
2010, that the Company’s consolidated financial statements as of and for the
three and six months ended June 30, 2009, and the three and nine months
ended September 30, 2009, should no longer be relied upon, and also determined
to amend the Company’s Quarterly Report on Form 10-Q for the period ended
June 30, 2009 (as originally filed on August 19, 2009) (the “Second
Quarter Filing”) and the period ended September 30, 2009 (as originally
filed on November 25, 2009) (the “Third Quarter Filing”), and to restate such
consolidated financial statements. The Company has discussed these
matters with its independent registered public accounting firm.
The FRB
examination commenced on July 27, 2009, and concluded with the issuance of a
formal written report dated November 30, 2009, using financial data as of June
30, 2009. This regulatory examination was on-going at the time the
Second Quarter Filing was filed with the SEC, and these issues were raised and
disclosed in the Third Quarter Filing with the SEC. At the
conclusion of the on-site work by the FRB examiners and prior to the Third
Quarter Filing, the FRB examination personnel orally advised the Company and its
independent auditors that, based on trends in asset quality, credit losses and
other metrics, in comparison to various national and custom peer groups with
comparable characteristics, the Bank's allowance for loan losses should be
increased by $5 million. Subsequent to the Third Quarter Filing, the
Company received confirmation through receipt of a written examination
report. In the intervening period, the Company had on-going
discussions with the FRB to further clarify the facts and to formulate an
appropriate response to the report.
The
Company notes that as of the date of this Current Report that management, with
the assistance of outside advisors, is continuing its analysis with respect to
any other potential additional adjustments that may be necessary or appropriate
and intends to file the amended reports as soon as is reasonably
practicable.
The
information in this Item 4.02 and the accompanying Exhibit 99.1 shall not be
deemed to be “filed” for purposes of Section 18 of the Securities and Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended. The information contained in this Item 4.02 and in the
accompanying Exhibit 99.1 shall not be incorporated by reference into any
offering circular, report or other document filed
with the
Securities and Exchange Commission by the Company, whether made before or after
the date hereof, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in any such
filing.
Item
9.01.
Financial Statements and
Exhibits
.
(d)
Exhibits
.
Exhibit Number
|
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Description
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99.1
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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.
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STERLING
BANKS, INC.
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Date:
January
21, 2010
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By:
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/s/ Robert H.
King
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|
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Name:
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Robert
H. King
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|
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Title:
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President
and Chief Executive
Officer
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EXHIBIT
INDEX
Exhibit Number
|
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Description
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99.1
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|
|
|
|
|
|
|
|
|
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