FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, D.C. 20429
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2012
JEFFERSON SECURITY BANK
(Exact name of registrant as specified in its charter)
West Virginia (State or other jurisdiction of incorporation)
09997 (FDIC File Number)
55-0203500 (IRS Employer Identification No.)
105 East Washington Street, PO Box 35, Shepherdstown, West Virginia (Address of principal executive offices) 25443 (Zip Code)
Registrant’s telephone number, including area code (304) 876-9000
Not Applicable (Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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))
JEFFERSON SECURITY BANK FORM 8-K
Section 8 – Other Events
Item 8.01 Other Events
On April 18, 2012, the Board of Directors of Jefferson Security Bank (the “Bank”) approved the filing of a Form 15 by the Bank with the Federal Deposit Insurance Corporation (the “FDIC”) to voluntarily deregister its common shares under the Securities Exchange Act of 1934. The Bank intends to file the Form 15 with the FDIC on or before April 30, 2012.
As a result of the passage of H.R. 3606, the “Jumpstart Our Business Startups Act,” the Bank is eligible to deregister its common shares because it has fewer than 1,200 holders of record of its common shares. Upon the filing of the Form 15, the Bank’s obligation to file certain reports with the FDIC, including Forms 10-K, 10-Q and 8-K and other filing requirements will terminate upon the effectiveness of the deregistration, which is expected to occur 90 days after the filing of the Form 15.
The Bank’s Board of Directors made this decision after careful consideration and review of the cumulative costs and advantages and disadvantages of being an FDIC registered company. The Bank believes that the negative impact on the Bank of the costs associated with compliance with general Securities and Exchange Commission regulations (as adopted by the FDIC) and Sarbanes-Oxley and other reporting requirements outweigh the benefits of registration. The deregistration will allow management to devote more time and resources to focus on customers and profitable growth. The costs savings the Bank anticipates from being able to deregister is exactly the benefit the JOBS Act intended for community banks.
The Bank’s shares are listed on the Pink Sheets segment and the Bank expects that they will continue to trade there after deregistration. Although no longer required by the FDIC after deregistration, at this time the Bank intends to release financial results, be audited annually and issue press releases for the benefit of its shareholders. There can be no assurance, however that the Bank will continue to provide such information in the future or that its common shares will continue to be quoted on the Pink Sheets after deregistration of the common shares.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JEFFERSON SECURITY BANK
Date: April 19, 2012 By: /s/ Cynthia A. Kitner
Cynthia A. Kitner
Executive Vice President and
Chief Financial Officer