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): April 25, 2008
FEDERAL TRUST CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 000-23449 59-2935028
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(State or other jurisdiction Commission File Number (I.R.S. Employer
of incorporation) Identification No.)
312 West First Street
Sanford, Florida 32771
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(address of principal executive offices) (zip code)
(407) 323-1833
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(Registrant's telephone number, including areas code)
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 Instructions 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))
FORWARD-LOOKING STATEMENTS
This current report contains forward-looking statements, which can be identified
by the use of words such as "estimate," "project," "believe," "intend,"
"anticipate," "plan," "seek," "expect" and words of similar meaning.
These forward-looking statements are based on current beliefs and expectations
of our management and are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond our
control. In addition, these forward-looking statements are subject to
assumptions with respect to strategic objectives, anticipated financial results,
future business prospects and decisions that are subject to change.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements:
o general economic conditions, either nationally or in our market areas,
that are worse than expected;
o changes in laws or government regulations or policies affecting
financial institutions, including changes in regulatory fees and
capital requirements;
o competition among depository and other financial institutions;
o inflation and changes in the interest rate environment that reduce our
margins or reduce the fair value of financial instruments;
o adverse changes in the securities markets; and
o changes in our organization, compensation and benefit plans.
Because of these and other uncertainties, our actual future results may be
materially different from the results indicated by these forward-looking
statements.
ITEM 7.01. Regulation FD Disclosure
As previously reported in a Current Report on Form 8-K filed by Federal Trust
Corporation with the Securities and Exchange Commission on April 2, 2008,
following its most recent examination of the operations of Federal Trust
Corporation and its subsidiary bank, Federal Trust Bank, the Office of Thrift
Supervision (the "OTS") noted weaknesses and failures relating primarily to our
real estate lending practices and asset quality, and their impact on our capital
and earnings. As previously reported, the OTS has presented drafts of cease and
desist orders to Federal Trust Corporation and Federal Trust Bank, and we are in
the process of negotiating the terms of these enforcement orders with the OTS.
On April 25, 2008, Federal Trust Corporation and Federal Trust Bank were
notified by the OTS that the following regulatory and supervisory restrictions
apply to Federal Trust Corporation and Federal Trust Bank, some of which
restrictions are similar to those expected to be included in the cease and
desist orders once they are finalized:
o Federal Trust Corporation and Federal Trust Bank are not
eligible to have applications or notices processed by the OTS
on an expedited basis;
o Federal Trust Corporation and Federal Trust Bank are required
to provide prior notice to the OTS for additions or changes to
directors or senior executive officers;
o All employment contracts or compensation arrangements,
including severance payments, to directors and senior
executive officers are subject to prior review by the OTS;
o The ability of Federal Trust Corporation and Federal Trust
Bank to make any compensatory payments to any person
previously affiliated with Federal Trust Corporation or
Federal Trust Bank following such person's termination of
employment is restricted by applicable federal regulation; and
o Federal Trust Bank's growth is restricted in that it may not
increase its assets during any quarter in excess of an amount
equal to net interest credited on deposit liabilities.
In addition, the OTS has placed the following restrictions on Federal Trust
Corporation and Federal Trust Bank, some of which restrictions are similar to
those expected to be included in the cease and desist orders once they are
finalized:
o Federal Trust Bank may not pay any dividends or make any form
of capital distribution without the prior written approval of
the OTS and Federal Trust Corporation may not request or
accept any dividend or any form of capital distribution from
Federal Trust Bank without the prior written approval of the
OTS;
o Federal Trust Corporation may not declare or pay any dividend
without the prior written approval of the OTS, and Federal
Trust Corporation must request such in writing at least 30
calendar days prior to the proposed dividend declaration date;
o Federal Trust Corporation may not issue any debt securities or
otherwise incur any additional debt without the prior written
approval of the OTS; and
o Federal Trust Corporation may not make any payments of any
kind, or in any form, to any person or entity in an amount
exceeding $5,000 in any calendar month without the prior
written approval of the OTS.
Federal Trust Corporation has requested OTS approval to pay fees and expenses in
connection with its previously announced stock offering, and anticipates
receiving such approval prior to the commencement of the stock offering.
ITEM 9.01. Financial Statements and Exhibits
Not applicable.
SIGNATURE
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.
Date: May 1, 2008
Federal Trust Corporation
(Registrant)
By: \s\ Gregory E. Smith
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Gregory E. Smith
Executive Vice President and
Chief Financial Officer