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) September 5, 2006
Berkshire Bancorp Inc.
(Exact name of registrant as specified in charter)
Delaware 01-13649 94-2563513
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
160 Broadway, New York, New York 10038
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 791-5362
N/A
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(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))
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On September 5, 2006, Berkshire Bancorp Inc. (the "Company") was informed
in a telephone call by a member of the staff of Nasdaq (which was followed by a
letter from Nasdaq dated September 8, 2006) that, due to the previously reported
resignation of Thomas V. Guarino from the Company's board of directors, the
Company was no longer in compliance with the requirements for listing on The
Nasdaq Global Market under Marketplace Rule 4350(d)(2)(A), which requires that
the Company's audit committee be comprised of at least three independent
directors. The Company intends to remedy this non-compliance on or before the
Company's next annual meeting of shareholders, currently planned for May 2007,
as provided in Marketplace Rule 4350(d)(4). The Company is currently searching
for an appropriate qualified independent candidate for the vacancy on the
Company's board of directors and audit committee.
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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 thereunto duly authorized.
BERKSHIRE BANCORP INC.
Date: September 11, 2006
By: /s/ Steven Rosenberg
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Name: Steven Rosenberg
Title: President
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