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Attachment 1
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): September 5, 2008
SILVER
STATE BANCORP
(Exact
name of Registrant as Specified in Charter)
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Nevada
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001-33592
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88-0456212
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||
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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C/O
KOLESAR & LEATHAM, CHTD.,
RESIDENT
AGENT OF SILVER STATE BANCORP
3320
WEST SAHARA AVE., SUITE 380
LAS
VEGAS, NV 89102
(Address
of Principal Executive Offices, including zip code)
Registrant’s
telephone number, including area code: (702) 362-7800
170
SOUTH GREEN VALLEY PARKWAY, HENDERSON, NEVADA 89012
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.03.
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Bankruptcy
or Receivership.
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On
Friday, September 5, 2008, Silver State Bank (the “Bank”), the wholly-owned
subsidiary and principal asset of Silver State Bancorp (the “Company”), was
closed by the State of Nevada, Department of Business and Industry, Financial
Institutions Division (the “Division) and the Federal Deposit Insurance
Corporation (the “FDIC”) was appointed as receiver of the Bank.
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ITEM
3.01
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Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
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On
September 8, 2008, the Company received a letter from the Nasdaq Stock Market
(“Nasdaq”) indicating that the Company no longer complies with the minimum $10
million in stockholder’s equity requirement for continued listing on the Nasdaq
Global Select Market under Nasdaq Marketplace Rule
4450(a)(3). In addition, in light of the events described above,
Nasdaq expressed concerns about the Company’s ability to sustain compliance with
other requirements for continued listing on Nasdaq as well as the residual
equity interest of the Company’s common stock holders. As a result, Nasdaq
notified the Company that the Company’s securities will be delisted from
Nasdaq.
The
Company does not intend to appeal Nasdaq’s decision to delist the Company’s
common stock. Therefore, trading in the Company’s common
stock will be suspended at the opening of business on September 10, 2008 and
Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission,
which will remove the Company’s securities from listing and registration on
Nasdaq. In addition, trading in the Company’s common stock has been halted by
Nasdaq starting on Monday, September 8, 2008 and will remain so up to the
suspension date.
Although
the Company’s securities will not be immediately eligible to trade on the OTC
Bulletin Board or in the “Pink Sheets,” the securities may become eligible if a
market maker makes an application to register the Company’s securities and such
application is cleared.
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ITEM 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
September 7, 2008, Michael J. Thorell resigned as acting Chief Executive Officer
and President of the Company, effective immediately. In addition, on the same
date, Mark S. Bosco, resigned as a director of the Company, effective
immediately.
Copies of
the press releases issued by the Company on September 8, 2008 and September 9,
2008 regarding the foregoing events are filed as Exhibits 99.1 and 99.2 to this
current report on Form 8-K.
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ITEM
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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The
following Exhibit is filed as part of this report.
Exhibit
99.1 Press release of Silver State Bancorp dated September 8,
2008.
Exhibit
99.2 Press release of Silver State Bancorp dated September 9,
2008.
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.
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SILVER
STATE BANCORP
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By:
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/s/
Michael J. Threet
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Michael
J. Threet
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Chief
Financial Officer and Chief Operating Officer
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Dated: September
9, 2008
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-3-
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Press
release of Silver State Bancorp dated September 8,
2008
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Press
release of Silver State Bancorp dated September 9,
2008
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