ccbc-8k020310.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): January 29, 2010
COMMUNITY
CENTRAL BANK CORPORATION
(Exact
name of Registrant as specified in its charter)
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Michigan
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000-33373
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38-3291744
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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100
N. Main Street, Mt. Clemens, MI
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48046
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(Address
of principal executive
offices)
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(Zip
Code)
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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:
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[_]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
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[_]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
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[_]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240-14d-2(b)).
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[_]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
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Item
3.02 Unregistered Sales of Equity
Securities.
On January 29, 2010, Community Central
Bank Corporation (the “Company”) completed the sale of $510,000 of equity
securities of the Company (the “Capital Investment”), as described in more
detail below, to accredited investors (“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 B Preferred Stock and related Warrant
In connection with the Capital
Investment, the Company previously authorized a series of preferred stock,
designated as Series B Cumulative Convertible Perpetual Preferred Stock (the
“Series B Preferred Stock”). The number of authorized shares of
Series B Preferred Stock is 5,000. The Company filed the Certificate
of Designation for the Series B Preferred Stock (the “Certificate of
Designation”) with the State of Michigan on October 2, 2009, which sets forth
the preferences, limitations, voting powers and relative rights of the
Series B Preferred Stock. A copy of the Certificate of
Designation was filed by the Company in a Current Report on Form 8-K filed
with the SEC on October 5, 2009.
During the fourth quarter of 2009, the
Company sold 3,715 shares of Series B Preferred Stock to Investors for an
aggregate purchase price of $3,715,000. On January 29, 2010, the Company sold an
additional 510 shares of Series B
Preferred Stock to Investors for an aggregate purchase price of
$510,000. The Series B Preferred Stock can be converted into
common stock of the Company at any time by the holders, or by the Company under
certain circumstances, at an initial conversion price of $8.00 per share of
common stock, subject to adjustment and certain limitations, as described
below. A warrant to purchase shares of the Company’s common
stock is attached to each share of Series B Preferred Stock. Each Warrant
represents the right of the holder to purchase 20 shares of Company common stock
at a purchase price of $5.00 per common share and is exercisable for ten
years. The offering of Series B Preferred Stock terminated on January
31, 2010, with 4,225 shares of Series B Preferred Stock sold to investors at an
aggregate purchase price of $4,225,000.
Dividends on the Series B
Preferred Stock are payable quarterly in arrears if, when and as declared by the
Company’s Board of Directors, at a rate of 5.00% per year on the liquidation
preference of $1,000 per share. Dividends on the Series B
Preferred Stock will be cumulative. With certain limited exceptions,
unless all accrued and unpaid dividends for all past dividend periods (including
the latest completed dividend period) on all outstanding shares of the Series B
Preferred Stock have been or are contemporaneously declared and paid in full (or
have been declared and a sum sufficient for the payment thereof has been set
aside for the benefit of the holders of the shares of Series B Preferred Stock
on the applicable record date), 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, Series A noncumulative convertible
perpetual preferred stock (“Series A Preferred Stock”), or any other stock
ranking equally with or junior to the Series B Preferred Stock. The
Series B Preferred Stock is not redeemable by the holders or the
Company.
The initial conversion price for the
Series B Preferred Stock is $8.00 per share of common stock. Holders of the
Series B 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 B 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 August 1,
2010, in the event that (i) the closing price of the Company’s common stock
equals or exceeds one hundred twenty-five percent (125%) 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 accrued
and unpaid dividends for all past dividend periods (including the latest
completed dividend period) on the shares of Series B Preferred
Stock. However, no holder of Series B 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 B Preferred
Stock will be permitted to receive common stock upon conversion of its
Series B 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 B 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 B 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 B 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 B
Preferred Stock so as to affect them adversely; or (iii) amend or waive any
provision in the Certificate of Designation of the Series B Preferred
Stock. Notwithstanding the foregoing, the consent of the holders of
the Series B Preferred Stock will not be necessary to authorize or issue, or
obligate the Company to issue, any senior stock, parity stock or additional
Series B Preferred Stock, or right convertible or exchangeable for senior stock,
parity stock or additional Series B Preferred Stock.
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 contained in the Company’s Current Report on Form 8-K filed with the
SEC on October 5, 2009.
Item 3.03 Material Modification to
Rights of Security Holders.
As part of the Capital Investment, on
January 29, 2010, the Company issued 510 shares of its Series B Preferred
Stock. The holders of the Series B Preferred Stock have
preferential dividend and liquidation rights over the holders of the Company’s
common stock and Series A Preferred 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
and
Series A Preferred Stock is limited by the terms of the Series B Preferred
Stock. A summary of the terms and preferences attached to the
Series B Preferred Stock are more fully described in Item 3.02 above and is
qualified in its entirety by reference to the Certificate of Designation
contained in the Company’s Current Report on Form 8-K filed with the SEC on
October 5, 2009.
Item
9.01 Financial
Statements and Exhibits
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4.1
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Certificate
of Designation of Community Central Bank Corporation filed on October 2,
2009 with the State of Michigan designating the preferences, limitations,
voting powers and relative rights of the Series B Preferred Stock, is
incorporated by reference herein from the Company’s Current Report on Form
8-K filed with the SEC on October 5,
2009.
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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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Dated:
February 3, 2010
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COMMUNITY
CENTRAL BANK CORPORATION
(Registrant)
By:
/s/ Ray T. Colonius
——————————————
Ray
T. Colonius
Chief
Financial Officer
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