ccbc-8k012510.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 15, 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
(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
5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 15, 2010, the Company
amended its Articles of Incorporation by filing a Certificate of Designation
with the State of Michigan for the purpose of establishing the preferences,
limitations, voting powers and relative rights of its newly authorized
Series C Noncumulative Convertible Perpetual Preferred Stock (the
“Series C Preferred Stock”). The Certificate of Designation became
effective with the State of Michigan upon filing.
The number of authorized shares of
Series C Preferred Stock is 4,000, with no par value and a liquidation value of
$1,000 per share. The Series C Preferred Stock can be converted
into common stock of the Company at any time during the first 24 months
following the holders acquisition of the Series C Preferred Stock from the
Company at a conversion price of $5.00 per share of common stock and at
conversion price $7.50 per share of common stock thereafter, subject to
adjustment and certain limitations, as described below.
No dividends are payable with respect
to the Series C Preferred Stock and no holder will be entitled to receive any
dividends thereon. The Series C Preferred Stock ranks, with respect
to rights upon the liquidation, dissolution or winding up of the Company, senior
to the Company’s common stock and on parity with the Company’s Series A and
Series B preferred stock. The Series C Preferred Stock is not
redeemable by the holders or the Company.
No holder of Series C 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 C Preferred
Stock will be permitted to receive common stock upon conversion of its
Series C 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 C Preferred Stock
generally will not have any voting rights, except that the consent of the
holders of a majority of the number of shares of Series C Preferred Stock at the
time outstanding, consenting as a separate class, will 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 C 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 C Preferred Stock so as to affect them adversely; or (iii) amend or waive
any provision in the Certificate of Designation of the Series C Preferred
Stock. Notwithstanding the foregoing, the consent of the holders of
the Series C Preferred Stock will not be necessary to authorize or issue, or
obligate the Company to issue, any senior stock, parity stock or additional
Series C Preferred Stock, or right convertible or exchangeable for senior stock,
parity stock or additional Series C 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 full text of
the Certificate of Designation, a copy of which is attached hereto as
Exhibit 4.1 and incorporated herein by reference.
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 January 15,
2010 with the State of Michigan designating the preferences, limitations,
voting powers and relative rights of the Series C Preferred
Stock.
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4.2
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Form
of Series C Stock Certificate
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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:
January 25, 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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