Trading on the OTCQB Marketplace effective June 29, 2012

Announcing where the bank stock will trade and press release:

  Form 8-K

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) June 21, 2012 (June 19, 2012)

Princeton National Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

0-20050   36-3210283

(Commission

File Number)

 

(IRS Employer

Identification No.)

606 South Main Street

Princeton, Illinois

  61356
(Address of Principal Mr. Ogaard Offices)   (Zip Code)

Registrant’s telephone number, including area code (815) 875-4444

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:

¨ 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))

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

On June 18, 2012, Princeton National Bancorp, Inc. (the “Company”) notified The NASDAQ Global Market that it intended to voluntarily delist its common stock from The NASDAQ Global Market. The Company expects that the common stock will begin trading on the OTCQB Marketplace effective June 29, 2012. A copy of the Company’s press release regarding this matter is attached as Exhibit 99.1 and the information in the press release is incorporated by reference into this report.

Item 9.01 Financial Statements and Exhibits
  (d) Exhibits:
Exhibit 99.1    June 21, 2012 Press Release

 


SIGNATURES

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.

PRINCETON NATIONAL BANCORP, INC.
(Registrant)
By:   /s/ Thomas D. Ogaard
  Thomas D. Ogaard, President and
  Chief Executive Officer

Dated: June 21, 2012


EXHIBIT INDEX

Number    Description
99.1    June 21, 2012 Press Release

and the press release:

  June 21, 2012 Press Release

Exhibit 99.1

Graphic -- LOGO -- g370996g81r32.jpg

Princeton National Bancorp, Inc.

to Move Stock Listing from the Nasdaq Global Market

News Release

For Immediate Release

Princeton, Illinois, June 21, 2012 – Princeton National Bancorp, Inc. (NASDAQ: PNBC), parent company of Citizens First National Bank, today announced that it was delisting its common stock from the Nasdaq Global Market and that it expects that the stock will begin trading on the OTCQB Marketplace effective June 29, 2012.

The Company received notification on April 18, 2012 from the Nasdaq Stock Market that it was not in compliance with Nasdaq’s Marketplace Rule 5450(b)(1)(A), which requires it to maintain a minimum Stock Holders Equity of $10,000,000. The notification provided 45 days from their respective notification dates within which to regain compliance.

After considering its available options to regain compliance and the costs associated with its Nasdaq listing, the Company concluded that efforts to secure a continuation of the current listing of its common stock and the costs associated therewith were not in its best interests. The Company notified Nasdaq on June 18, 2012 of its intention to voluntarily delist its common stock from The Nasdaq Global Market. The Company expects that trading of its common stock will be suspended from The Nasdaq Global Market beginning with the close of trading on June 29, 2012.

Operated by the OTC Markets Group Inc., the OTCQB is a market for OTC traded companies (approximately 4,000) that are registered and reporting with the Securities and Exchange Commission. The Company’s common stock will continue to be registered with the SEC under the Securities Exchange Act of 1934.

The Company’s shares will continue to trade under the symbol PNBC on the computerized OTCQB system. Investors will be able to view stock quotes for PNBC at www.otcmarkets.com and through their preferred broker-dealers.

Click here for:  www.otcmarkets.com

And the usual caveat with the press release:

About the Company

Princeton National Bancorp, Inc. is a regional financial services company headquartered in Princeton, Illinois and devotes special attention to personal service.

Further information about the Company will be available at its website at http://www.pnbc-inc.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934 as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by the use of words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” or “project” or similar expressions. The Company’s ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company and the subsidiaries include, but are not limited to, changes in: interest rates; general economic conditions; legislative/regulatory changes; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality and composition of the loan or securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the Company’s market areas; the Company’s implementation of new technologies; the Company’s ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Inquiries should be directed to:

Thomas Ogaard, President and Chief Executive Officer

Lou Ann Birkey, Vice President- Investor Relations

Princeton National Bancorp, Inc. (815) 875-4444

E-Mail address: [email protected]

Voluntary de-listing on NASDAQ

A contributor posted the notification of this filing as a comment under the “New Capital. . . ” post.   I’m not sure what to make of this. Your thoughts?

A contributor also sent in the following related link on de-listing:  http://www.investopedia.com/articles/02/032002.asp#axzz1yGO2aRie

Here is a copy of the filing :

  Form 25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR

REGISTRATION UNDER SECTION 12(b) OF THE

SECURITIES EXCHANGE ACT OF 1934.

Commission File Number    0-20050

Issuer: Princeton National Bancorp, Inc.

Exchange: The Nasdaq Stock Market, LLC (The Nasdaq Global Market)

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

606 South Main Street, Princeton, IL 61356        (815) 875-4444

(Address, including zip code, and telephone number, including area code, of Issuer’s principal executive offices)

Common Stock, $5.00 Par Value

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

¨ 17 CFR240.12d2-2(a)(1)

¨ 17 CFR240.12d2-2(a)(2)

¨ 17 CFR240.12d2-2(a)(3)

¨ 17 CFR240.12d2-2(a)(4)

¨ Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange1.

x Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements of the Securities Exchange Act of 1934, Princeton National Bancorp, Inc. (Name of Issuer or Exchange) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

June 19, 2012    By  /s/Thomas D. Ogaard    President and Chief Executive Officer
Date    Name    Title
1 

Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

  SEC1654(03-06) Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number  

Dates Referenced Herein   and   Documents Incorporated By Reference

This 25 Filing Date Other Filings
Filed On / Filed As Of / Effective As Of 6/19/12


New capital needed to reach 4% minimum level Tier 1

This is from an anonymous contributor, received as a comment under “Updates”: There have been questions about the amount of additional, new capital needed to bring the Tier 1 ratio up to the minimum 4% level. You can refer to p. 26 of the annual report. Click here , and go to page 26.

As of the end of 2011, they needed an additional $42 million.

Another Friday

And the speculation continues. No trading that I saw yesterday, but not historically unusual for PNBC stock. Two days in a row seems a little strange, but I haven’t taken the time to check the history. How does one tell if trading is suspended or if there is just no interest?        Well it traded today, after all. 

Looks like it began around 2:00 p.m. our time.

8-k, the 2012 voting

Here is a copy of the 8-k filed by the bank regarding the voting at the 2012 annual meeting:

 

  Form 8-K

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):  June 7, 2012 (May 17, 2012)

 

 

 

 

Princeton National Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-20050   36-3210283
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

606 South Main Street

Princeton, Illinois

  61356
(Address of Principal Mr. Ogaard Offices)   (Zip Code)

Registrant’s telephone number, including area code:  (815) 875-4444

 

 

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:

 

  ¨ 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))

 

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 17, 2012, the Company held its annual meeting of stockholders. The results of the votes held at the meeting at which a quorum was present were as follows:

PROPOSAL #001 ELECTION OF DIRECTORS

 

***      FOR          AGAINST          WITHHELD      BROKER NON-VOTES
BENEFICIAL      829,503      0      100,113      1,101,581
REGISTERED      279,436      0      68,394     
TOTAL SHARES VOTED      1,108,939      0      168,507     
% OF VOTED      86.80%           13.19%     
% OF OUTSTANDING      33.19%           5.04%     
                   
                   
PROPOSAL #001 ELECTION OF DIRECTORS INCLUDING DIRECTOR EXCEPTIONS
                   
***      FOR      % VOTED FOR      WITHHELD      % VOTED WITHHELD
GRETTA E. BIEBER      936,401      73.30%      341,045      26.70%
GARY C. BRUCE      950,073      74.37%      327,373      25.63%
JOHN R. ERNAT      937,006      73.35%      340,440      26.65%
THOMAS D. OGAARD      1,066,470      83.48%      210,976      16.52%
TOTAL ALL DIRECTORS      3,889,950           1,219,834     
DIRECTOR AVERAGE      972,487           304,958     
% VOTED OF AVERAGE      76.13%           23.87%     
                   
                   
PROPOSAL #002 APPROVE COMP. OF THE EXECUTIVES DISCLOSED IN THE PROXY STATEMENT
                   
***      FOR      AGAINST        ABSTAIN         BROKER NON-VOTES
BENEFICIAL      707,959      205,107      16,550      1,101,581
REGISTERED      205,540      91,558      50,732     
TOTAL SHARES VOTED      913,499      296,665      67,282     
% OF VOTED      71.50%      23.22%      5.26%     
% OF OUTSTANDING      27.34%      8.87%      2.01%     
                   
                   
PROPOSAL #003 RATIFY APPOINTMENT OF BKD. LLP.
                   
                   
***      FOR      AGAINST        ABSTAIN        BROKER NON-VOTES
BENEFICIAL      1,859,199      168,230      3,768     
REGISTERED      331,609      5,947      10,274     
TOTAL SHARES VOTED      2,190,808      174,177      14,042     
% OF VOTED      92.08%      7.32%      0.59%     
% OF OUTSTANDING      65.57%      5.21%      0.42%     
                   
                   

 


PROPOSAL #004 STOCKHOLDER PROPOSAL RELATING TO THE NOMINATION OF DIRECTORS
                   
***      FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES
BENEFICIAL      246,953      665,466      17,197      1,101,581
REGISTERED      150,367      174,752      22,711     
TOTAL SHARES VOTED      397,320      840,218      39,908     
% OF VOTED      31.10%      65.77%      3.12%     
% OF OUTSTANDING      11.89%      25.14%      1.19%     
                   
                   
PROPOSAL #005 IN THEIR DISCRETION, UPON OTHER MATTERS AS MAY COME BEFORE MEETING.
                   
***      FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES
BENEFICIAL      287,328      98,253      308,331      1,337,285
REGISTERED      136,788      24,850      125,271     
TOTAL SHARES VOTED      424,116      123,103      433,602     
% OF VOTED      43.24%      12.55%      44.20%     
% OF OUTSTANDING      12.69%      3.68%      12.97%     

 


SIGNATURES

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.

 

(Registrant)

 

PRINCETON NATIONAL BANCORP, INC.
  (Registrant)
By:   /s/  Thomas D. Ogaard
  Thomas D. Ogaard, President and
  Chief Executive Officer

Dated: June 7, 2012

TARP quarterly

In the quarterly SIGTarp report, April 25th, by the Special Inspector General is a segment on the effects on small community banks.  Interesting report. About 328 pages in all. The SIGTarp home page is here with the whole report available. This young lady seems to contradict the Treasury in assessing the prospects of the government (us) making a profit on the investment.

Updates here

If you have an update on anything happening with the bank that should be posted, please add it here as a comment. I hope to hear sometime that there has been a significant amount of capital raised in order to keep the bank afloat. I’m not sure how much that needs to be.

By stockholder, too Posted in action

Thanks

I want to take a moment to thank everyone who participated on this site. I believe everyone supported the idea of keeping the bank as a going concern, even if we disagreed on the best way to accomplish that. I especially appreciate anyone who participated in the voting, whether for or against, as that is the truest measure of involvement, interest, and caring. The status quo won the day and I wish them well.  I hope for the best for the bank.

By stockholder, too Posted in action

Round Two?

Next time?

   Class III Directors – Term Expires in 2013

Sharon L. Covert, 68

   Director since 2001. Secretary/Treasurer of Covert Farms, Inc., a farming operation. A member of the Corporation’s Audit Committee. Ms. Covert was chosen as a Director due to her knowledge of the agricultural sector and her involvement in the local and state level. She represents the Princeton/Illinois Valley region of the Corporation.

Mark Janko, 56

   Director since 2002. Owner and President of Janko Realty and Development, a real estate development corporation. Mr. Janko was chosen as a Director due to his knowledge of the real estate sector. He represents the Princeton/Illinois Valley region of the Corporation.

Stephen W. Samet, 67

   Director since 1986. President and General Manager of WZOE, Inc., a commercial radio broadcasting corporation. A member of the Corporation’s Audit and Executive Committees. Mr. Samet was chosen as a Director due to his knowledge and expertise in the media field. He represents the Princeton/Illinois Valley region of the Corporation.