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| FPFCQ > SEC Filings for FPFCQ > Form 8-K on 7-Nov-2012 | All Recent SEC Filings |
7-Nov-2012
Other Events, Financial Statements and Exhibits
As previously reported, on October 29, 2012, First Place Financial Corp. (the "Company") filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). This bankruptcy case is being administered in the Bankruptcy Court under the caption "In re: First Place Financial Corp.", Case No. 12-12961 (the "Bankruptcy Case").
On November 1, 2012, the Bankruptcy Court entered a court order ("Order") that imposes restrictions on the trading of the Company's common stock, par value $0.01 per share ("Common Stock"), for those holders who are "Substantial Equityholders" (defined below), effective as of October 29, 2012. A copy of this Order is attached hereto as Exhibit 99.1 and is incorporated hereby. The Order was sought by the Company in an effort to preserve its consolidated net operating loss carryovers ("NOLs"), which are available to offset the Company's future taxable income, if any, and reduce the Company's federal income tax liability. The benefit of the NOLs may be substantially reduced if the Company undergoes an "ownership change" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"). Generally, there is an ownership change if, at any time, one or more 5% shareholders (or persons or entities holding less than 5% but who are deemed under treasury regulations to be 5% shareholders) have aggregate increases in their ownership in a corporation of more than 50 percentage points when considered over the prior three year period. Once all or part of a NOL is disallowed under the Code on account of an "ownership change," that NOL's use is permanently limited.
The Order provides the Company with a mechanism to monitor the transfers of Common Stock and the ability to obtain substantive relief from the Bankruptcy Court to protect the NOLs from the possible loss due to an "ownership change."
The trading restrictions established by this Order apply to "Substantial
Equityholders" who purchase or dispose of Common Stock. A "Substantial
Equityholder" is a person or entity that beneficially owns at least 905,793
shares of Common Stock, or 5% or more of the outstanding shares of Common Stock,
or who at anytime was a 5% shareholder of the Company within the meaning of the
Treasury Regulations section 1.382-2T. Pursuant to this Order, each existing
Substantial Equityholder must serve on the Company and its counsel within twenty
(20) days of the later of (i) November 1, 2012 or (ii) the date that the entity
becomes a Substantial Equityholder, a written notice in the form attached to the
Order as Exhibit B-1, which sets forth the amount of Common Stock it
beneficially owns. After November 1, 2012, any person or entity that (i) is not
a Substantial Equityholder and wishes to purchase or otherwise acquire ownership
of an amount of Common Stock that would cause such person or entity to become a
Substantial Equityholder; or (ii) is a Substantial Equityholder and wishes to
purchase or otherwise acquire ownership of any additional Common Stock; or
(iii) is a Substantial Equityholder and wishes to sell or otherwise dispose of
Common Stock, must, prior to the consummation of any such transaction, serve on
the Company and its counsel a written notice in the form attached to the Order
as Exhibit B-2, in the case of a proposed acquisition of Common Stock, or
Exhibit B-3, in the case of a proposed disposition of Common Stock.
The Company has notified the investing public of this Order and the restrictions on the trading of the Common Stock by this Current Report and a written notice, in the form attached hereto as Exhibit 99.2, which has been submitted for publication on the Bloomberg newswire service and on the Depository Trust Company Legal Notice System, also known as LENS. The Company has also notified its transfer agent of the trading restrictions under this Order.
Documents filed in connection with the Bankruptcy Case (other than documents filed under seal or otherwise subject to confidentiality protections) will be accessible at the Bankruptcy Court's Internet site, www.deb.uscourts.gov, through an account obtained from Pacer Service Center at 1-800-676-6856, or via a website maintained by the Company's claims and noticing agent, Donlin Recano, www.donlinrecano.com/fpfc. Additional information may also be found at the Company's website at www.firstplacebank.com. The information set forth on the foregoing websites shall not be deemed to be a part of or incorporated by reference into this Current Report on Form 8-K.
(d) Exhibits
Exhibit 99.1 Order (A) Limiting Certain Transfers of Equity Interests in the
Debtor and (B) Approving Related Notice Procedures
Exhibit 99.2 Notice Submitted for Publication on the Bloomberg Newswire Service
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