- Notification that Quarterly Report will be submitted late (NT 10-Q)
November 17 2009 - 4:27PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
333-133649
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CUSIP
NUMBER
85915B100
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(Check
One):
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¨
Form
10-K
¨
Form
20-F
¨
Form
11-K
x
Form
10-Q
¨
Form
N-SAR
¨
Form
N-CSR
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For
Period Ended:
September
30,
2009
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¨
Transition Report on Form 10-K
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¨
Transition Report on Form 20-F
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¨
Transition Report on Form 11-K
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¨
Transition Report on Form 10-Q
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¨
Transition Report on Form N-SAR
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For
the Transition Period Ended:
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Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified
any information contained herein.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
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Sterling
Banks, Inc.
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Full
Name of Registrant
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Former
Name if Applicable
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3100
Route 38
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Address of Principal Executive
Office
(Street and
Number)
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Mount
Laurel, New Jersey 08054
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City,
State and Zip Code
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PART
II — RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
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x
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report of transition report on Form 10-Q,
or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Sterling
Banks, Inc. (the “Company”) has determined it is unable to file its Quarterly
Report on Form 10-Q by November 16, 2009, without unreasonable effort or
expense, because it was not able to complete the preparation of its financial
statements for the quarter ended September 30, 2009 by the initial filing
date. The delay in completing the financial statements was primarily
caused by the Company’s ongoing discussions with its independent auditors with
respect to determining the valuation allowance for a deferred tax
asset. Additionally, following a recent regulatory examination of
Sterling Bank (the “Bank”), the Federal Reserve Bank of Philadelphia (the “FRB”)
orally indicated that the Bank’s allowance for loan and lease losses (“ALLL”) at
and for the quarter ended June 30, 2009 should be increased from amounts
previously reported as of June 30, 2009. The FRB has not given any
definitive written findings, but the oral indication was that the ALLL should be
increased by $4.5 to $6.0 million. Based on the FRB’s recommendation,
the Company is evaluating the ALLL reflected in the Company’s financial
statements for the period ended June 30, 2009. As a result of the
discussions with the Company’s auditors related to the allowance for the
deferred tax asset, as well as the evaluation of the ALLL and the discussions
with the FRB, the Company’s auditors
were not able
to complete a review of the Company’s
September 30, 2009 financial
statements by the initial filing date. The Company continues to
dedicate significant resources to the preparation of its financial statements,
as well as preparation of its Quarterly Report on Form 10-Q, and expects to file
its Quarterly Report on Form 10-Q on or prior to November 23, 2009.
PART
IV — OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this
notification
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R.
Scott Horner
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(856)
273-5900
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(Name)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
x
Yes
¨
No
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(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
x
Yes
¨
No
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If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and if appropriate state the reasons why a reasonable estimate
of the results cannot be made:
The
Company’s results of operation for the quarter ended September 30, 2009 are
still being finalized by management. The Company anticipates that it
will report a net loss of $4,500,000 for the quarter ended September 30, 2009,
compared to a net income of $79,000 for the quarter ended September 30,
2008.
The difference primarily relates
to increases in the provision for loan losses, the net deferred tax asset
valuation and the increase in FDIC insurance.
As of September
30, 2009, the Company was classified as “adequately capitalized.”
This
Notification of Late Filing on Form 12b-25
contains
certain forward-looking statements, such
as statements of the Company’s plans, objectives, expectations, estimates and
intentions, which are made in good faith by the Company pursuant to the “safe
harbor” provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of
words such as “expects,” “subject,” “believe,” “will,” “intends,” “will be” or
“would.” These statements are subject to change based on various
important factors (some of which are beyond the Company’s control, including the
findings of the Bank’s recent examination by the FRB). You should not
place undue reliance on any forward-looking statements (which reflect
management’s analysis only as of the date of which they are
given). You should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission, including the Company’s Annual Report on Form 10-K for the
year ended December 31, 2008, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K.
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Sterling
Banks, Inc.
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(Name
of Registrant as Specified in
Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date
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November
17, 2009
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By
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/s/
R. Scott Horner
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R
Scott Horner
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Executive
Vice President and Chief Financial
Officer
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Sterling Banks (MM) (NASDAQ:STBK)
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