Heritage Bankshares, Inc. Announces Deregistration Of Common Stock, Extension Of Share Repurchase Program
NORFOLK, Va., Nov. 27, 2012 /PRNewswire/ -- Heritage Bankshares, Inc. ("Heritage"; the "Company") (OTCQB: HBKS), the parent of Heritage Bank (the "Bank"), today made the following announcements.
Deregistration of Common Stock
The Company announced that it has filed a Form 15 with the Securities and Exchange Commission ("SEC") to deregister its common stock, which was previously registered pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the "Exchange Act"). The Jumpstart Our Business Startups Act ("JOBS Act") enacted earlier this year amended the Exchange Act to, among other things, permit banks and bank holding companies with fewer than 1,200 security holders of record to deregister securities previously registered with the SEC. Currently, the Company has approximately 825 shareholders of record. The Company's deregistration will be effective 90 days after the date of filing the Form 15. As a result, the Company will no longer be subject to the periodic reporting requirements of the Exchange Act after the deregistration becomes effective, except that pursuant to Section 15(d) of the Exchange Act the Company is required to and will file a Form 10-K for its fiscal year ended December 31, 2012 on or before March 31, 2013.
The Company is taking this action in order to reduce the legal, accounting and administrative costs associated with being a reporting company under the Exchange Act. Michael S. Ives, President & Chief Executive Officer of the Company and the Bank, stated, "The Company's decision to deregister was made by our Board after careful consideration of the advantages and disadvantages of being a public company, particularly in light of our size and the high costs and demands on management's time associated with our ongoing compliance with SEC and Sarbanes‑Oxley reporting requirements."The Company anticipates that its common stock will continue to be quoted on over-the-counter markets such as the OTC Markets Group and the OTC Bulletin Board (or their successor interdealer quotation systems) after deregistration to the extent market makers continue to agree to make a market in the Company's stock. No guarantee, however, can be made that a trading market in the Company's common stock through any over-the-counter market will be maintained.
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