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These excerpts taken from the EUBK 10-K filed Mar 26, 2009. Risks Relating to an Investment in
Our Common Stock
The
price of our common stock has fluctuated significantly.
The
market price of our common stock has been subject to significant fluctuation in
response to numerous factors, including variations in our annual or quarterly
financial results or those of our competitors, changes by financial research
analysts in their evaluation of our financial results or those of our
competitors, or our failure or that of our competitors to meet such estimates,
conditions in the economy in general or the banking industry in particular, or
unfavorable publicity affecting us or the banking industry. The
equity markets, in general, have experienced significant price and volume
fluctuations that have affected the market prices for many companies’ securities
and have been unrelated to the operating performance of those
companies. These fluctuations may adversely affect the prevailing
market price of the common stock.
Nasdaq
may cease to list our common stock, which may cause the value of an investment
in our Company to substantially decrease.
The bid
price of our common stock fell below $1.00 per share on February 18, 2009, which
is the minimum bid price required to maintain compliance with the continued
listing requirements of the Nasdaq Global Select Market. In the event that
the bid price of our common stock remains below $1.00 per share for a period of
30 consecutive trading days, Nasdaq will issue a letter of non-compliance that
will provide us with up to 180 calendar days to regain compliance with the
listing requirements. We are susceptible to volatility of our stock and
could remain out of compliance if appropriate steps are not taken to cure our
non-compliance. In the event that we receive such a notification from
Nasdaq and it appears that the minimum bid price of our common stock will not
exceed $1.00 per share within the applicable compliance period, we may seek to
effect a reverse stock split for the purpose of regaining compliance. Any
proposal to pursue a reverse stock split would be subject to shareholder
approval. We can give no assurances that the steps we propose will be
approved by our stockholders or that they will be effective in curing our
non-compliance. In addition, we may not meet other Nasdaq Global Select
Market continued listing requirements, which could result in our common stock
being delisted from the Nasdaq Global Select Market. Delisting from the
Nasdaq Global Select Market might adversely affect the trading price and limit
the liquidity of our common stock and therefore may cause the value of an
investment in our Company to decrease.
Our
executive officers and directors own a significant number of shares of our
common stock, allowing management to significant control over our corporate
affairs.
As of
December 31, 2008, our executive officers and directors beneficially own 41.26%
of the outstanding shares of our common stock. Accordingly, these
executive officers and directors will be able to control, to a significant
extent, the outcome of all matters required to be submitted to our stockholders
for approval, including decisions relating to the election of directors, the
determination of our day-to-day corporate and management policies and other
significant corporate transactions.
29
Your
share ownership may be diluted by the issuance of additional shares of our
common stock in the future.
Your
share ownership may be diluted by the issuance of additional shares of our
common stock in the future. First, we have adopted a stock option
plan that provides for the granting of stock options to our directors, executive
officers and other employees. As of December 31, 2008,
535,570 shares of our common stock were issuable under options granted in
connection with our stock option plans. In addition,
400,130 shares of our common stock are reserved for future issuance to
directors, officers and employees under our stock option plan. It is
probable that the stock options will be exercised during their respective terms
if the fair market value of our common stock exceeds the exercise price of the
particular option. If the stock options are exercised, your share
ownership will be diluted.
In
addition, our amended and restated certificate of incorporation authorizes the
issuance of up to 150,000,000 shares of common stock, but does not provide for
preemptive rights to the holders of our common stock. Any authorized
but unissued shares are available for issuance by our Board of
Directors. As a result, if we issue additional shares of common stock
to raise additional capital or for other corporate purposes, you may be unable
to maintain your pro rata ownership in EuroBancshares.
Risks Relating to an Investment in
Our Common Stock
The
price of our common stock has fluctuated significantly.
The
market price of our common stock has been subject to significant fluctuation in
response to numerous factors, including variations in our annual or quarterly
financial results or those of our competitors, changes by financial research
analysts in their evaluation of our financial results or those of our
competitors, or our failure or that of our competitors to meet such estimates,
conditions in the economy in general or the banking industry in particular, or
unfavorable publicity affecting us or the banking industry. The
equity markets, in general, have experienced significant price and volume
fluctuations that have affected the market prices for many companies’ securities
and have been unrelated to the operating performance of those
companies. These fluctuations may adversely affect the prevailing
market price of the common stock.
Nasdaq
may cease to list our common stock, which may cause the value of an investment
in our Company to substantially decrease.
The bid
price of our common stock fell below $1.00 per share on February 18, 2009, which
is the minimum bid price required to maintain compliance with the continued
listing requirements of the Nasdaq Global Select Market. In the event that
the bid price of our common stock remains below $1.00 per share for a period of
30 consecutive trading days, Nasdaq will issue a letter of non-compliance that
will provide us with up to 180 calendar days to regain compliance with the
listing requirements. We are susceptible to volatility of our stock and
could remain out of compliance if appropriate steps are not taken to cure our
non-compliance. In the event that we receive such a notification from
Nasdaq and it appears that the minimum bid price of our common stock will not
exceed $1.00 per share within the applicable compliance period, we may seek to
effect a reverse stock split for the purpose of regaining compliance. Any
proposal to pursue a reverse stock split would be subject to shareholder
approval. We can give no assurances that the steps we propose will be
approved by our stockholders or that they will be effective in curing our
non-compliance. In addition, we may not meet other Nasdaq Global Select
Market continued listing requirements, which could result in our common stock
being delisted from the Nasdaq Global Select Market. Delisting from the
Nasdaq Global Select Market might adversely affect the trading price and limit
the liquidity of our common stock and therefore may cause the value of an
investment in our Company to decrease.
Our
executive officers and directors own a significant number of shares of our
common stock, allowing management to significant control over our corporate
affairs.
As of
December 31, 2008, our executive officers and directors beneficially own 41.26%
of the outstanding shares of our common stock. Accordingly, these
executive officers and directors will be able to control, to a significant
extent, the outcome of all matters required to be submitted to our stockholders
for approval, including decisions relating to the election of directors, the
determination of our day-to-day corporate and management policies and other
significant corporate transactions.
29
Your
share ownership may be diluted by the issuance of additional shares of our
common stock in the future.
Your
share ownership may be diluted by the issuance of additional shares of our
common stock in the future. First, we have adopted a stock option
plan that provides for the granting of stock options to our directors, executive
officers and other employees. As of December 31, 2008,
535,570 shares of our common stock were issuable under options granted in
connection with our stock option plans. In addition,
400,130 shares of our common stock are reserved for future issuance to
directors, officers and employees under our stock option plan. It is
probable that the stock options will be exercised during their respective terms
if the fair market value of our common stock exceeds the exercise price of the
particular option. If the stock options are exercised, your share
ownership will be diluted.
In
addition, our amended and restated certificate of incorporation authorizes the
issuance of up to 150,000,000 shares of common stock, but does not provide for
preemptive rights to the holders of our common stock. Any authorized
but unissued shares are available for issuance by our Board of
Directors. As a result, if we issue additional shares of common stock
to raise additional capital or for other corporate purposes, you may be unable
to maintain your pro rata ownership in EuroBancshares.
Risks Relating to an Investment in Our Common Stock The price of our common stock has fluctuated significantly. The market price of our common stock has been subject to significant fluctuation in response to numerous factors, including variations in our annual or quarterly financial results or those of our competitors, changes by financial research analysts in their evaluation of our financial results or those of our competitors, or our failure or that of our competitors to meet such estimates, conditions in the economy in general or the banking industry in particular, or unfavorable publicity affecting us or the banking industry. The equity markets, in general, have experienced significant price and volume fluctuations that have affected the market prices for many companies’ securities and have been unrelated to the operating performance of those companies. These fluctuations may adversely affect the prevailing market price of the common stock. Nasdaq may cease to list our common stock, which may cause the value of an investment in our Company to substantially decrease. The bid price of our common stock fell below $1.00 per share on February 18, 2009, which is the minimum bid price required to maintain compliance with the continued listing requirements of the Nasdaq Global Select Market. In the event that the bid price of our common stock remains below $1.00 per share for a period of 30 consecutive trading days, Nasdaq will issue a letter of non-compliance that will provide us with up to 180 calendar days to regain compliance with the listing requirements. We are susceptible to volatility of our stock and could remain out of compliance if appropriate steps are not taken to cure our non-compliance. In the event that we receive such a notification from Nasdaq and it appears that the minimum bid price of our common stock will not exceed $1.00 per share within the applicable compliance period, we may seek to effect a reverse stock split for the purpose of regaining compliance. Any proposal to pursue a reverse stock split would be subject to shareholder approval. We can give no assurances that the steps we propose will be approved by our stockholders or that they will be effective in curing our non-compliance. In addition, we may not meet other Nasdaq Global Select Market continued listing requirements, which could result in our common stock being delisted from the Nasdaq Global Select Market. Delisting from the Nasdaq Global Select Market might adversely affect the trading price and limit the liquidity of our common stock and therefore may cause the value of an investment in our Company to decrease. Our executive officers and directors own a significant number of shares of our common stock, allowing management to significant control over our corporate affairs. As of December 31, 2008, our executive officers and directors beneficially own 41.26% of the outstanding shares of our common stock. Accordingly, these executive officers and directors will be able to control, to a significant extent, the outcome of all matters required to be submitted to our stockholders for approval, including decisions relating to the election of directors, the determination of our day-to-day corporate and management policies and other significant corporate transactions. 29 Your share ownership may be diluted by the issuance of additional shares of our common stock in the future. Your share ownership may be diluted by the issuance of additional shares of our common stock in the future. First, we have adopted a stock option plan that provides for the granting of stock options to our directors, executive officers and other employees. As of December 31, 2008, 535,570 shares of our common stock were issuable under options granted in connection with our stock option plans. In addition, 400,130 shares of our common stock are reserved for future issuance to directors, officers and employees under our stock option plan. It is probable that the stock options will be exercised during their respective terms if the fair market value of our common stock exceeds the exercise price of the particular option. If the stock options are exercised, your share ownership will be diluted. In addition, our amended and restated certificate of incorporation authorizes the issuance of up to 150,000,000 shares of common stock, but does not provide for preemptive rights to the holders of our common stock. Any authorized but unissued shares are available for issuance by our Board of Directors. As a result, if we issue additional shares of common stock to raise additional capital or for other corporate purposes, you may be unable to maintain your pro rata ownership in EuroBancshares. Risks Relating to an Investment in Our Common Stock The price of our common stock has fluctuated significantly. The market price of our common stock has been subject to significant fluctuation in response to numerous factors, including variations in our annual or quarterly financial results or those of our competitors, changes by financial research analysts in their evaluation of our financial results or those of our competitors, or our failure or that of our competitors to meet such estimates, conditions in the economy in general or the banking industry in particular, or unfavorable publicity affecting us or the banking industry. The equity markets, in general, have experienced significant price and volume fluctuations that have affected the market prices for many companies’ securities and have been unrelated to the operating performance of those companies. These fluctuations may adversely affect the prevailing market price of the common stock. Nasdaq may cease to list our common stock, which may cause the value of an investment in our Company to substantially decrease. The bid price of our common stock fell below $1.00 per share on February 18, 2009, which is the minimum bid price required to maintain compliance with the continued listing requirements of the Nasdaq Global Select Market. In the event that the bid price of our common stock remains below $1.00 per share for a period of 30 consecutive trading days, Nasdaq will issue a letter of non-compliance that will provide us with up to 180 calendar days to regain compliance with the listing requirements. We are susceptible to volatility of our stock and could remain out of compliance if appropriate steps are not taken to cure our non-compliance. In the event that we receive such a notification from Nasdaq and it appears that the minimum bid price of our common stock will not exceed $1.00 per share within the applicable compliance period, we may seek to effect a reverse stock split for the purpose of regaining compliance. Any proposal to pursue a reverse stock split would be subject to shareholder approval. We can give no assurances that the steps we propose will be approved by our stockholders or that they will be effective in curing our non-compliance. In addition, we may not meet other Nasdaq Global Select Market continued listing requirements, which could result in our common stock being delisted from the Nasdaq Global Select Market. Delisting from the Nasdaq Global Select Market might adversely affect the trading price and limit the liquidity of our common stock and therefore may cause the value of an investment in our Company to decrease. Our executive officers and directors own a significant number of shares of our common stock, allowing management to significant control over our corporate affairs. As of December 31, 2008, our executive officers and directors beneficially own 41.26% of the outstanding shares of our common stock. Accordingly, these executive officers and directors will be able to control, to a significant extent, the outcome of all matters required to be submitted to our stockholders for approval, including decisions relating to the election of directors, the determination of our day-to-day corporate and management policies and other significant corporate transactions. 29 Your share ownership may be diluted by the issuance of additional shares of our common stock in the future. Your share ownership may be diluted by the issuance of additional shares of our common stock in the future. First, we have adopted a stock option plan that provides for the granting of stock options to our directors, executive officers and other employees. As of December 31, 2008, 535,570 shares of our common stock were issuable under options granted in connection with our stock option plans. In addition, 400,130 shares of our common stock are reserved for future issuance to directors, officers and employees under our stock option plan. It is probable that the stock options will be exercised during their respective terms if the fair market value of our common stock exceeds the exercise price of the particular option. If the stock options are exercised, your share ownership will be diluted. In addition, our amended and restated certificate of incorporation authorizes the issuance of up to 150,000,000 shares of common stock, but does not provide for preemptive rights to the holders of our common stock. Any authorized but unissued shares are available for issuance by our Board of Directors. As a result, if we issue additional shares of common stock to raise additional capital or for other corporate purposes, you may be unable to maintain your pro rata ownership in EuroBancshares. | EXCERPTS ON THIS PAGE:
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