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): February 9, 2009
FEDERAL TRUST CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 000-23449 59-2935028
---------------------------- ---------------------- --------------------
(State or other jurisdiction Commission File Number (I.R.S. Employer
of incorporation) Identification No.)
312 West First Street
Sanford, Florida 32771
---------------------------------------- ----------
(address of principal executive offices) (zip code)
(407) 323-1833
-----------------------------------------------------
(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 may contain 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;
o materially adverse changes in the financial condition of Federal Trust
Corporation;
o the risk that the merger (the "Merger") with a subsidiary of The
Hartford Financial Services Group, Inc. ("The Hartford") will not be
consummated in a timely manner, if at all; and
o conditions to the closing of the Merger may not be satisfied or the
Agreement and Plan of Merger, dated as of November 14, 2008, by and
between The Hartford, FT Acquisition Corporation and Federal Trust
Corporation may be terminated prior to closing.
Because of these and other uncertainties, our actual future results may be
materially different from the results indicated by these forward-looking
statements.
1
ITEM 1.01. Entry Into a Material Definitive Agreement
On February 9, 2009, the Office of Thrift Supervision modified the Prompt
Corrective Action Directive issued to Federal Trust Bank to extend to March 13,
2009 the date by which Federal Trust Bank must either (i) merge with or be
acquired by another financial institution, financial holding company or "other
entity" (as defined in the Prompt Corrective Action Directive) or (ii) sell all
or substantially all of its assets and liabilities to another financial
institution, financial holding company or "other entity."
ITEM 9.01. Financial Statements and Exhibits
Not applicable.
2
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: February 10, 2009
Federal Trust Corporation
-------------------------
(Registrant)
By: \s\ Dennis T. Ward
----------------------------------
Dennis T. Ward
President and
Chief Executive Officer