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MCBI > SEC Filings for MCBI > Form 8-K on 21-Jan-2014All Recent SEC Filings

Show all filings for METROCORP BANCSHARES, INC.

Form 8-K for METROCORP BANCSHARES, INC.


21-Jan-2014

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

On January 17, 2014, MetroCorp notified the NASDAQ Global Select Market ("NASDAQ") that, effective upon the consummation of the Merger, each outstanding share of Company common stock, par value $1.00 per share ("Company Common Stock") (other than shares owned (as treasury stock or otherwise) by East West, MetroCorp or their respective affiliates, which shares were cancelled), was converted into the right to receive 0.2985 of a share (the "Per Share Stock Consideration") of East West common stock, par value $0.001 per share ("East West Common Stock"), and $4.78 in cash (the "Per Share Cash Consideration"). Cash was paid in lieu of fractional shares. The NASDAQ has filed a notification of removal from listing on Form 25 with the Securities and Exchange Commission with respect to MetroCorp Common Stock.



Item 3.03 Material Modification to the Rights of Security
Holders.

Effective upon the consummation of the Merger: (i) each outstanding share of Company Common Stock (other than shares owned (as treasury stock or otherwise) by East West, MetroCorp or their respective affiliates, which shares were cancelled) was converted into the right to receive the Per Share Stock Consideration and the Per Share Cash Consideration, with cash paid in lieu of fractional shares; (ii) each outstanding option to purchase a share of Company Common Stock became fully vested and, immediately after the effective time of the Merger, was cancelled and the holder of the option became entitled to receive, subject to any required tax withholding, an amount per share in cash, without interest, equal to the excess, if any, of the Per Share Stock Consideration and the Per Share Cash Consideration less the exercise price of such options; and (iii) each share of restricted stock of MetroCorp became fully vested and was converted into the right to receive the Per Share Stock Consideration and the Per Share Cash Consideration, subject to any required tax withholding. An outstanding warrant previously held by the U.S. Treasury to purchase 771,429 shares of the Company Common Stock automatically converted into the right to receive the Per Share Cash Consideration and the Per Share Stock Consideration.




Item 5.01 Changes in Control of Registrant.

On January 17, 2014, MetroCorp was merged with and into East West pursuant to the Merger Agreement. Effective January 17, 2014, MetroCorp Common Stock ceased trading on the NASDAQ.

The disclosure contained in "Item 3.03. Material Modification to the Rights of Security Holders" of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.



Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the consummation of the Merger, MetroCorp's directors and executive officers ceased serving in such capacities, and the directors and executive officers of East West continued as the directors and executive officers of the surviving corporation.


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