SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): November 15, 2007
COOPERATIVE BANKSHARES, INC.
(Exact name of registrant as specified in charter)
NORTH CAROLINA 0-24626 56-1886527
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
201 MARKET STREET, WILMINGTON, NORTH CAROLINA 28401
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (910) 343-0181
NOT APPLICABLE
(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:
[ ] 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))
Explanatory Note
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This Form 8-K/A is being filed by Cooperative Bankshares, Inc. (the
"Company") to file the Company's Amended and Restated Bylaws, rather than the
Amended and Restated Bylaws of Cooperative Bank, the Company's wholly owned
subsidiary, as Exhibit 3.2 to the Current Report on Form 8-K filed by the
Company on November 16, 2007. The corrected Form 8-K follows.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
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FISCAL YEAR.
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(a) On November 15, 2007, the Board of Directors of Cooperative
Bankshares, Inc. (the "Company") amended and restated: (i) Article II, Sections
5 and 9 of the Company's Amended and Restated Bylaws (the "Bylaws") to permit
the electronic delivery of written notices of stockholders' meetings and the
electronic submission of stockholder voting instructions; (ii) Article III,
Section 3 of the Bylaws to provide the Board of Directors with the discretion to
permit an incumbent director to serve on the Company's Board or to stand for
election despite the Bylaws' existing 72-year age limitation; (iii) Article VI,
Sections 1 and 2 of the Bylaws to authorize the Company's Board of Directors to
provide that some or all of any or all classes or series of the Company's
capital stock may be uncertificated shares; and (iv) Article X of the Bylaws to
eliminate the requirement that all amendments to the Bylaws be filed with the
North Carolina Department of Economic and Community Development, or any
successor agency.
Previously, the Company's Bylaws (i) did not provide for the electronic
delivery of notices of stockholders' meetings or stockholder voting
instructions, (ii) did not provide the Board of Directors with the discretion to
permit an incumbent director to serve on the Company's Board despite the Bylaws'
72-year age limitation, (iii) did not authorize the issuance of uncertificated
shares and (iv) required that all amendments to the Bylaws be filed with the
North Carolina Department of Economic and Community Development, or any
successor agency.
A copy of the Company's Amended and Restated Bylaws is attached to this
Report as Exhibit 3.2 and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
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On November 16, 2007, the Company issued a press release announcing
that on November 15, 2007, the Board of Directors declared the 2007 fourth
quarter dividend of $0.05 per share. The dividend is payable on or about January
17, 2008, to stockholders of record as of January 2, 2008.
The full text of the Company's press release dated November 16, 2007,
issued in connection with the announcement, is attached as Exhibit 99.1 and is
furnished herewith.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
Number Description
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3.2 Amended and Restated Bylaws of Cooperative Bankshares,
Inc.
99.1 Press Release Dated November 16, 2007
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.
COOPERATIVE BANKSHARES, INC.
/s/ Todd L. Sammons
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Todd L. Sammons
Senior Vice President and Chief Financial
Officer
Date: November 19, 2007