Southern Community Receives Notification From NASDAQ Concerning Restricted Stock Plan
06 Abril 2011 - 12:30PM
Marketwired
Southern Community Financial Corporation (NASDAQ: SCMF) (NASDAQ:
SCMFO) announced today that it was notified by NASDAQ on April 1,
2011 that the Company is in violation of NASDAQ Listing Rule
5635(c) because it adopted its 2007 Restricted Stock Plan (the
"Plan") without obtaining shareholder approval. Additionally, the
Company did not file with NASDAQ a Listing of Additional Shares
notification at least 15 days prior to establishing the Plan in
violation of Listing Rule 5250(e)(2).
The Company has 45 calendar days to submit to NASDAQ a plan to
regain compliance. If the compliance plan is accepted, the Company
may be granted up to 180 calendar days from the date of the initial
notice to evidence compliance.
The Plan was adopted by the Board of Directors in 2007 and a
Form 8-K under Item 5.02: Compensatory Arrangements of Certain
Officers was timely filed with the Securities and Exchange
Commission. Details of the restricted stock grants have been
included in the Company's Securities and Exchange Commission annual
10-K filings for the years ended 2007, 2008, 2009 and 2010. The
Plan was approved for 300,000 shares and to date grants to
employees totaling 128,750 shares have been made, but no shares
have vested. Total authorized shares approved by the shareholders
are 30,000,000 shares and there were 16,838,125 shares outstanding
as of March 31, 2011.
The Company plans to submit the Plan for shareholder approval at
its Annual Meeting. Details of the Plan will be submitted with the
Annual Notice of Meeting and Proxy Statement.
About Southern Community Financial
Corporation
Southern Community Financial Corporation is headquartered in
Winston-Salem, North Carolina and is the holding company of
Southern Community Bank and Trust, a community bank with twenty-two
banking offices throughout North Carolina.
Southern Community Financial Corporation's common stock and
trust preferred securities are listed on the NASDAQ Global Select
Market under the trading symbols SCMF and SCMFO, respectively.
Additional information about Southern Community is available on our
website at www.smallenoughtocare.com (including the Form 8-K filed
with the Securities and Exchange Commission) or by email at
investor.relations@smallenoughtocare.com.
Forward-Looking Statements
Certain statements in this news release contain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, such as statements relating to future plans and
expectations, and are thus prospective. Such forward-looking
statements include but are not limited to (1) statements regarding
potential future economic recovery, (2) statements with respect to
our plans, objectives, expectations, intentions and other
statements that are not historical facts, and (3) other statements
identified by words such as "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "targets" and "projects," as well
as similar expressions. Such statements are subject to risks,
uncertainties and other factors which could cause actual results to
differ materially from future results expressed or implied by such
forward-looking statements. Although we believe that the
assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove to be inaccurate.
Therefore, we can give no assurance that the results contemplated
in the forward-looking statements will be realized. The inclusion
of this forward-looking information should not be construed as a
representation by our Company or any person that the future events,
plans or expectations contemplated by our Company will be
achieved.
All subsequent written and oral forward-looking statements
concerning the Company or any person acting on its behalf is
expressly qualified in its entirety by the cautionary statements
above. We do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.
Additional Information and Where to Find
It
This communication may be deemed to be solicitation material in
respect of the proposal to approve the Plan. In connection with the
Plan, the Company intends to file relevant materials with the SEC,
including the Company's proxy statement in definitive form. The
Company's stockholders are strongly advised to read all relevant
documents filed with the SEC, including the Company's definitive
proxy statement, because they will contain important information
about the Plan. These documents will be available at no charge on
the SEC's website at www.sec.gov. In addition, documents will also
be available from the Company at no charge by contacting James C.
Monroe, Jr., Treasurer at (336) 768-8500 or from the Company's
website (www.smallenoughtocare.com).
Participants in Solicitation
The Company and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies from the holders of the Company's common stock in respect
of the Plan. Information about the directors and executive officers
of the Company is set forth in the proxy statement for the
Company's 2010 Annual Meeting of Stockholders, which was filed with
the SEC on April 12, 2010. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available.
Investors should read the proxy statement carefully when it becomes
available before making any voting decisions.
For additional information: F. Scott Bauer Chairman/CEO James
Hastings Executive Vice President/CFO (336) 768-8500
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