UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 6, 2006
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BERKSHIRE BANCORP INC.
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(Exact name of registrant as specified in its charter)
Delaware 01-13649 94-2563513
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
160 Broadway, New York, New York 10038
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 791-5362
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Not Applicable
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(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))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
(d) As previously reported, on September 5, 2006, Berkshire Bancorp Inc. (the
"Company") was informed in a telephone call by a member of the staff of Nasdaq
(which was followed by a letter from Nasdaq dated September 8, 2006) that, due
to the previously reported resignation of Thomas V. Guarino from the Company's
board of directors, the Company was no longer in compliance with the
requirements for listing on The Nasdaq Global Market under Marketplace Rule
4350(d)(2)(A), which requires that the Company's audit committee be comprised of
at least three independent directors (the "Listing Requirement").
On December 6, 2006, the Board of Directors (the "Board") of the Company elected
Martin A. Fischer to the Board as an independent director. Mr. Fischer currently
serves as a director of the Company's wholly-owned subsidiary, The Berkshire
Bank. The Board also appointed Mr. Fischer to the Company's Audit and Stock
Incentive Committees. Mr. Fischer was elected to the Board and appointed to
these committees to fill the vacancies created by the resignation of Mr.
Guarino.
The Company believes it is now in compliance with the Listing Requirement.
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 thereunto duly authorized.
Date: December 6, 2006
BERKSHIRE BANCORP INC.
By: /s/ Steven Rosenberg
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Name: Steven Rosenberg
Title: President