<PAGE> 1
CONFORMED
---------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999 Commission File No. 333-04113
-----------------
COMMUNITY CENTRAL BANK CORPORATION
----------------------------------
(Name of small business issuer in its charter)
<TABLE>
<CAPTION>
<S> <C>
Michigan 38-3291744
-------- ----------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
100 N. Main Street, Mount Clemens, Michigan 48043-5605
------------------------------------------------------
(Address of principal executive offices)
(810) 783-4500
--------------
(Issuer's telephone number)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YES X NO
--- ---
Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
Issuer's revenue for its most recent fiscal year was $13,201,000
As of March 22, 2000, 2,420,024 shares of Common Stock of the issuer
were outstanding. The aggregate market value of voting stock of the registrant
held by nonaffiliates was approximately $10.9 million as of March 22, 2000;
based on the average of the bid and asked prices ($5.78) on that date. (For
purposes of this calculation, 535,000 shares owned by the members of the
Corporation's Board of Directors have been excluded.)
DOCUMENTS INCORPORATED BY REFERENCE:
Part II Part of Stockholder Report of the issuer
for the year ended December 31, 1999.
Part III Part of the Proxy Statement of the issuer for its
April 18, 2000 Annual Meeting.
Transitional Small Business Disclosure Format Yes No X
--- ---
<PAGE> 2
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
PART I
ITEM 1. DESCRIPTION OF BUSINESS
THE CORPORATION
Community Central Bank Corporation (the "Corporation") is a bank
holding company under the Bank Holding Company Act of 1956, as amended (the
"Bank Holding Company Act"). As a bank holding company, the Corporation is
subject to regulation by the Federal Reserve Board. The Corporation was
organized on April 26, 1996, under the laws of the State of Michigan, and formed
Community Central Bank (the "Bank") effective September 16, 1996. The
Corporation exists primarily for the purpose of holding all the stock of the
Bank, and of such other subsidiaries as it may acquire or establish.
The expenses of the Corporation have generally been paid using the
proceeds of its two public stock offerings. The Corporation's principal source
of future operating funds is expected to be dividends from the Bank.
THE BANK
The Bank is a state banking corporation which operates under the laws
of the United States of America, pursuant to a charter issued by the State of
Michigan. The Bank's deposits are insured to the maximum extent allowed by the
Federal Deposit Insurance Corporation.
The Bank, through its office at 100 North Main Street, Mount Clemens,
Michigan, provides a wide variety of commercial banking services to individuals,
businesses, governmental units, and other institutions. Its services include
accepting time, demand and savings deposits, including regular checking
accounts, NOW and money market accounts, and certificates of deposit. In
addition, the Bank makes secured and unsecured commercial, construction,
mortgage, and consumer loans, and provides safe deposit facilities. The Bank has
three automated teller machines ("ATM") which participate in the Magic Line
system, a regional network, as well as other ATM networks throughout the
country. In addition to the foregoing services, the Bank provides its customers
with extended banking hours and a system to perform certain transactions by
telephone or personal computer. In 1999, the Corporation opened a Loan Center in
Port Huron, Michigan, serving small to medium-sized business accounts in the St.
Clair County area.
EFFECT OF GOVERNMENT MONETARY POLICIES
The earnings of the Corporation are affected by domestic economic
conditions and the monetary and fiscal policies of the United States Government,
its agencies, and the Federal Reserve Board. The Federal Reserve Board's
monetary policies have had, and will likely continue to have, an important
impact on the operating results of commercial banks through its power to
implement national monetary policy. Monetary policy is used to, among other
things, attempt to curb inflation or combat a recession. The policies of the
Federal Reserve Board have a major effect upon the levels of bank loans,
investments and deposits through its open market operations in United States
Government securities, and through its regulation of, among other things, the
discount rate on borrowings of member banks and the reserve requirements against
member bank deposits. It is not possible to predict the nature and impact of
future changes in monetary and fiscal policies.
2
<PAGE> 3
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
REGULATION AND SUPERVISION
The Corporation, as a bank holding company under the Bank Holding
Company Act, is required to file an annual report with the Federal Reserve
Board. It may be required to file additional information as the Federal Reserve
Board may require, pursuant to the Bank Holding Company Act, and is subject to
examination by the Federal Reserve Board.
The Bank Holding Company Act limits the activities which may be engaged
in by the Corporation and its subsidiary to those of banking and the management
of banking organizations, and to certain non-banking activities, including those
activities which the Federal Reserve Board may find, by order or regulation, to
be closely related to banking or managing or controlling banks. The Federal
Reserve Board is empowered to differentiate between activities by a bank holding
company, or a subsidiary, and activities commenced by acquisition of a going
concern.
With respect to non-banking activities, the Federal Reserve Board has,
by regulation, determined that certain non-banking activities are closely
related to banking within the meaning of the Bank Holding Company Act. These
activities include, among other things, operating a mortgage company, finance
company, credit card company or factoring company, performing certain data
processing operations, providing certain investment and financial advice, acting
as an insurance agent for certain types of credit related insurance, leasing
property on a full-payout, nonoperating basis; and, subject to certain
limitations, providing discount securities brokerage services for customers. The
Corporation has no current plans to engage in non-banking activities.
The Bank is subject to certain restrictions imposed by federal law on
any extension of credit to the Corporation for investments in stock or other
securities, and on the taking of such stock or securities as collateral for
loans to any borrower. Federal law prevents the Corporation from borrowing from
the Bank unless the loans are secured in designated amounts.
With respect to the acquisition of banking organizations, the
Corporation is required to obtain the prior approval of the Federal Reserve
Board before it can acquire all or substantially all of the assets of any bank,
or acquire ownership or control of any voting shares of any bank, if, after such
acquisition, it will own or control more than 5% of the voting shares of such
bank. Acquisitions across state lines are subject to certain state and Federal
Reserve Board restrictions.
EMPLOYEES
As of December 31, 1999, the Corporation and the Bank employed 37
persons (full time equivalent).
COMPETITION
All phases of the business of the Bank are highly competitive. The Bank
competes with numerous financial institutions, including other commercial banks,
in the Macomb County and metropolitan Detroit area. The Bank, along with other
commercial banks, competes with respect to its lending activities, and competes
in attracting demand deposits with savings banks, savings and loan associations,
insurance companies, small loan companies, credit unions and with the issuers of
commercial paper and other securities, such as various mutual funds. Many of
these institutions are substantially larger and have greater financial resources
than the Bank.
The competitive factors among financial institutions can be classified
into two categories; competitive rates and competitive services. Interest rates
are widely advertised and thus competitive, especially in the area of time
deposits. From a service standpoint, financial institutions compete against each
other in types and quality of services. The Bank is generally competitive with
other financial institutions in its area with respect to interest rates paid on
time and savings deposits, fees charged on deposit accounts, and interest rates
charged on loans. With respect to services, the Bank offers a customer service
oriented atmosphere which management believes is better suited to its customers'
needs than that which is offered by other institutions in the local market.
3
<PAGE> 4
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
LEGAL LENDING LIMIT
Pursuant to state regulations, the Bank is limited in the amount that
it may lend to a single borrower. As of December 31, 1999, the legal lending
limit was approximately $2.4 million; however, that limit can be expanded (for
individual loans) to approximately $3.9 million with 2/3 approval of the Board
of Directors.
RETURN ON EQUITY AND ASSETS
The following table contains selected ratios:
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Return on average total assets 0.57% 0.96% (3.55%)
Return on average equity 5.45% 10.40% (22.20%)
Dividend payout ratio NA NA NA
Average equity to average assets 10.40% 9.22% 16.00%
</TABLE>
ADDITIONAL STATISTICAL DATA
The additional consolidated statistical information shown under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations" on pages 30 to 37 of the Stockholder Report of the Corporation
for the year ended December 31, 1999 included in Exhibit 13 to this Report (the
"Stockholder Report") is incorporated here by reference.
ITEM 2. DESCRIPTION OF PROPERTY
The Bank leases a renovated office in the downtown business district of
Mount Clemens. The executive offices of the Corporation are located in the same
building. The building lease runs through 2011.
ITEM 3. LEGAL PROCEEDINGS
As a depository of funds, the Bank could occasionally be named as a
defendant in lawsuits (such as garnishment proceedings) involving claims to the
ownership of funds in particular accounts. All such litigation is incidental to
the Bank's business.
The Corporation's management believes that no litigation is threatened
or pending in which the Corporation, or its subsidiary, is likely to experience
loss or exposure which would materially affect the Corporation's capital
resources, results of operations, or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
4
<PAGE> 5
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information shown under the caption "Stock Information" on page 38
of the Stockholder Report is incorporated hereby reference.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information shown under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 30 to 37 of
the Stockholder Report is incorporated here by reference.
ITEM 7. FINANCIAL STATEMENTS
The information presented under the captions "Consolidated Balance
Sheet," "Consolidated Statement of Operations," "Consolidated Statement of
Comprehensive Income," "Consolidated Statement of Changes in Stockholders'
Equity," "Consolidated Statement of Cash Flow," and "Notes to Consolidated
Financial Statements," on pages 1 through 29 of the Stockholder Report, as well
as the Independent Auditor's Report of Plante & Moran, LLP, dated January 28,
2000, included in the Stockholder Report, are incorporated here by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
5
<PAGE> 6
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The information listed under the caption "Information about Directors
and Nominees as Directors" in the Proxy Statement of the Corporation for its
Annual Meeting of Stockholders to be held on April 18, 2000 included as Exhibit
20 to this Report (the "Proxy Statement") is incorporated here by reference.
EXECUTIVE OFFICERS
The following is a list of the executive officers of the Corporation,
together with their ages and their positions at December 31, 1999. Executive
officers of the Corporation are elected annually by the Corporation's Board of
Directors to serve for the ensuing year and until their successors are elected
and qualified.
<TABLE>
<CAPTION>
Name and Position Position Held Since Age
----------------- ------------------- ---
<S> <C> <C>
Harold W. Allmacher
Chairman of the Board and
Chief Executive Officer 1996 - present 60
Andrew Tassopoulos
President 1999 - present 39
Ray T. Colonius
Corporate Treasurer 1999 - present 42
</TABLE>
Mr. Allmacher held a similar position with Old Kent Bank - Macomb for
substantially all of the two year period prior to the inception of the
Corporation. Mr. Tassopoulos held various officer positions with Old Kent Bank -
Macomb for substantially all of the two year period prior to joining the
Corporation.
Effective February 19, 1999, Mr. Miller resigned from his positions of
Chief Operating Officer and President of the Corporation and the Bank. On March
2, 1999, Mr. Tassopoulos was named President of the Corporation and the Bank.
Effective July 30, 1999, Mr. Przybocki resigned from his positions of Treasurer
and Executive Vice President - Chief Financial Officer of the Corporation and
the Bank. Effective December 7, 1999, Mr. Colonius was named Vice President and
Chief Financial Officer of the Bank and Treasurer of the Corporation.
ITEM 10. EXECUTIVE COMPENSATION
The information detailed in the last three paragraphs under the caption
"Board of Directors Meetings and Committees," and under the captions "Summary
Compensation Table," "Options Granted in 1999" and "Aggregated Stock Option
Exercises in 1999 and Year End Option Values" in the Proxy Statement is
incorporated here by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the caption "Stock Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated here by
reference.
6
<PAGE> 7
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the caption "Certain Transactions" in the Proxy
Statement is incorporated here by reference.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
3.1 Articles of Incorporation are incorporated by
reference to exhibit 3.1 of the Corporation's
Registration Statement on Form SB-2 (Commission
File No. 333-04113) which became effective
September 23, 1996
3.2 Bylaws of the Corporation are incorporated by
reference to exhibit 3.2 of the Corporation's
Registration Statement on Form SB-2 (Commission
File No. 333-04113) which became effective
September 23, 1996
10.1 1996 Employee Stock Option Plan is incorporated
by reference to exhibit 10.1 of the Corporation's
Registration Statement on Form SB-2 (Commission
File No. 333-04113) which became effective
September 23, 1996
10.2 1996 Stock Option Plan for Nonemployee Directors
is incorporated by reference to exhibit 10.2 of
the Corporation's Registration Statement on Form
SB-2 (Commission File No. 333-04113) which became
effective September 23, 1996
10.3 Lease Agreement between the Corporation and
T.A.P. Properties, LLC, dated May 16, 1996, is
incorporated by reference to exhibit 10.3 of the
Corporation's Registration Statement on Form SB-2
(Commission File No. 333-04113) which became
effective September 23, 1996
10.4 Vicant Office Building Lease Agreement dated April 1,
1997, between Gebran S. Anton, Jr. and the Bank is
incorporated by reference to exhibit 10.5 of the
Corporation's Registration Statement on Form SB-2
(Commission File No. 333-58475) which became
effective August 25, 1998
10.5 1999 Stock Option Plan for Directors
11 Computation of Per Share Earnings
13 Proxy Statement and 1999 Annual Report of the
Corporation. Except for the portions of the Proxy
Statement and 1999 Annual Report that are expressly
incorporated by reference in this Annual Report of
Form 10-KSB, the Proxy Statement and 1999 Annual
Report of the Corporation shall not be deemed filed
as a part thereof
20 Proxy Statement of the Corporation for its April
18, 2000 Annual Meeting is included as part of
the Proxy Statement and 1999 Annual Report of the
Corporation that are set forth as Exhibit 13 on
this Annual Report on Form 10-KSB. Except for the
portions of the Proxy Statement and 1999 Annual
Report that are expressly incorporated by
reference in this Annual Report on Form 10KSB,
the Proxy Statement and 1999 Annual Report of the
Corporation shall not be deemed filed as a part
hereof
21 Subsidiaries of the Issuer is incorporated by
reference to exhibit 21 of the Corporation's Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 1998 (Commission File No. 333-04113)
23 Consent of Independent Auditor
27 Financial Data Schedule
(b) Reports on Form 8-K
The Corporation has not filed any reports on Form 8-K during the last
quarter of the period covered by this Report.
7
<PAGE> 8
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on March 29, 2000:
COMMUNITY CENTRAL BANK CORPORATION
/S/ HAROLD W. ALLMACHER
--------------------------------
Harold W. Allmacher, Chairman of the
Board and Chief Executive Officer
(Principal Executive Officer)
/S/ ANDREW TASSOPOULOS
--------------------------------
Andrew Tassopoulos, President
/S/ RAY T. COLONIUS
--------------------------------
Ray T. Colonius, Treasurer
(Principal Financial and Accounting officer)
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant, and in the capacities
indicated on March 29, 2000:
/S/ HAROLD W. ALLMACHER /S/ BOBBY L. HILL
- ---------------------------------- --------------------------------
Harold W. Allmacher, Chairman of the Bobby L. Hill, Director
Board
/S/ GEBRAN S. ANTON /S/ JOSEPH F. JEANNETTE
- ---------------------------------- --------------------------------
Gebran S. Anton, Director Joseph F. Jeannette, Director
/S/ JOSEPH CATENACCI /S/ DEAN S. PETITPREN
- ---------------------------------- --------------------------------
Joseph Catenacci, Director Dean S. Petitpren, Director
/S/ RAYMOND M. CONTESTI /S/ CAROLE L. SCHWARTZ
- ---------------------------------- --------------------------------
Raymond M. Contesti, Director Carole L. Schwartz, Director
/S/ SALVATORE COTTONE /S/ ANDREW TASSOPOULOS
- ---------------------------------- --------------------------------
Salvatore Cottone, Director Andrew Tassopoulos, Director
/S/ CELESTINA GILES /S/ ANTHONY R. TERSIGNI
- ---------------------------------- --------------------------------
Celestina Giles, Director Anthony R. Tersigni, Director
/S/ DAVID A. WIDLAK
--------------------------------
David A. Widlak, Director
8
<PAGE> 9
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
3.1 Articles of Incorporation are incorporated by
reference to exhibit 3.1 of the Corporation's
Registration Statement on Form SB-2 (Commission
File No. 333-04113) which became effective
September 23, 1996
3.2 Bylaws of the Corporation are incorporated by
reference to exhibit 3.2 of the Corporation's
Registration Statement on Form SB-2 (Commission
File No. 333-04113) which became effective
September 23, 1996
10.1 1996 Employee Stock Option Plan is incorporated
by reference to exhibit 10.1 of the Corporation's
Registration Statement on Form SB-2 (Commission
File No. 333-04113) which became effective
September 23, 1996
10.2 1996 Stock Option Plan for Nonemployee Directors
is incorporated by reference to exhibit 10.2 of
the Corporation's Registration Statement on Form
SB-2 (Commission File No. 333-04113) which became
effective September 23, 1996
10.3 Lease Agreement between the Corporation and
T.A.P. Properties, LLC, dated May 16, 1996, is
incorporated by reference to exhibit 10.3 of the
Corporation's Registration Statement on Form SB-2
(Commission File No. 333-04113) which became
effective September 23, 1996
10.4 Vicant Office Building Lease Agreement dated April 1,
1997, between Gebran S. Anton, Jr. and the Bank is
incorporated by reference to exhibit 10.5 of the
Corporation's Registration Statement on Form SB-2
(Commission File No. 333-58475) which became
effective August 25, 1998
10.5 1999 Stock Option Plan for Directors
11 Computation of Per Share Earnings
13 Proxy Statement and 1999 Annual Report of the
Corporation. Except for the portions of the Proxy
Statement and 1999 Annual Report that are expressly
incorporated by reference in this Annual Report of
Form 10-KSB, the Proxy Statement and 1999 Annual
Report of the Corporation shall not be deemed filed
as a part thereof
20 Proxy Statement of the Corporation for its April
18, 2000 Annual Meeting is included as part of
the Proxy Statement and 1999 Annual Report of the
Corporation that are set forth as Exhibit 13 on
this Annual Report on Form 10-KSB. Except for the
portions of the Proxy Statement and 1999 Annual
Report that are expressly incorporated by
reference in this Annual Report on Form 10KSB,
the Proxy Statement and 1999 Annual Report of the
Corporation shall not be deemed filed as a part
hereof
21 Subsidiaries of the Issuer is incorporated by
reference to exhibit 21 of the Corporation's Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 1998 (Commission File No. 333-04113)
23 Consent of Independent Auditor
27 Financial Data Schedule
9
<PAGE> 1
EXHIBIT 10.5
COMMUNITY CENTRAL BANK CORPORATION
1999 STOCK OPTION PLAN FOR DIRECTORS
---------------------------
As adopted by the Board of Directors
on March 2, 1999
---------------------------
SECTION 1. PURPOSE
The purpose of this Community Central Bank Corporation 1999
Stock Option Plan for Directors ("Plan") is to increase the proprietary interest
of the Directors in the success of Community Central Bank Corporation
("Corporation") and to enhance the Corporation's ability to retain and attract
experienced and knowledgeable directors.
SECTION 2. DEFINITION OF SELECTED TERMS
In addition to the definitions of certain words and phrases
that are provided in various sections of this Plan, the following terms when
used herein shall have the meanings set forth below.
(a) "Affiliate(s)" shall mean those corporations a majority of
the outstanding voting capital stock of which is directly or
indirectly owned by the Corporation.
(b) "Annual Meeting" shall mean an annual meeting of the
shareholders of the Corporation at which one or more members
of the Board of Directors are elected, held in 2000, 2001,
2002 or 2003.
(c) "Board of Directors" shall mean the Board of Directors of
the Corporation.
(d) "Director(s)" shall mean (i) members of the Board of
Directors who are not employees of the Corporation or any
Affiliate, and (ii) the Chairman of the Board of Directors,
whether or not an employee of the Corporation or any
Affiliate.
(e) "Fair Market Value per Share" on a particular date shall
mean (i) if the common stock is quoted on the OTC Bulletin
Board (the "Bulletin Board"), the mean between the closing
high bid and low asked quotations for such day (or, in the
event that the common stock was not quoted on such day, the
most recent preceding business day on which the common
<PAGE> 2
stock was quoted) of the common stock on the Bulletin Board,
(ii) if the common stock is quoted on The Nasdaq Stock Market
("Nasdaq"), the mean between the closing high bid and low
asked quotations for such day of the common stock on Nasdaq,
or (iii) if neither clause (i) nor (ii) is applicable, a value
determined by any fair and reasonable means prescribed by the
Board of Directors.
(f) "Internal Revenue Code" shall mean the Internal Revenue
Code of 1986, as amended.
(g) "Option" shall mean an option granted to a Director under
this Plan.
(h) "Optionee" means any person to whom any Option has been
granted or who becomes a holder of an Option under the
provisions of this Plan.
SECTION 3. ADMINISTRATION
This Plan shall be administered by the Board of Directors. The
amount, nature, and timing of Options shall be automatic, as described in
Section 6, and not subject to the determination of the Board of Directors. The
Board of Directors may, subject to the provisions of this Plan, establish such
rules and regulations as it deems necessary or advisable for the proper
administration of this Plan, and may make determinations and may take such other
action in connection with or in relation to this Plan as it deems necessary or
advisable. Each determination or other action made or taken by the Board of
Directors pursuant to this Plan, including interpretations of this Plan, shall
be final and conclusive for all purposes and upon all persons, including, but
without limitation, the Corporation, its Affiliates, the affected Directors, and
their respective successors in interest.
SECTION 4. STOCK SUBJECT TO THIS PLAN
The Stock to be issued under this Plan shall be shares of
common stock of the Corporation ("Stock"). The Stock shall be made available
from authorized but unissued shares (including shares acquired in the open
market). The total number of shares of Stock that may be issued under this Plan
pursuant to Options granted hereunder shall be 60,000. Such number of shares
shall be subject to adjustment in accordance with Section 10 hereof. Stock
subject to any unexercised portion of an Option which expires, is cancelled, or
is terminated for any reason, may again be subject to the grant of Options under
this Plan.
SECTION 5. ELIGIBILITY
Each Director is eligible to participate in this Plan. Options
are automatically granted to Directors as provided for herein.
2
<PAGE> 3
SECTION 6. GRANT AND EXERCISE OPTION
(a) Automatic Option Grants. As of April 21, 1999, each person
who is a Director on such date shall be granted one Option to purchase 4,000
shares of Stock. Persons who for the first time are appointed or elected to the
Board of Directors after April 21, 1999 will receive an Option for a number of
shares, the number of which will depend on which Annual Meeting is the first
Annual Meeting occurring concurrently with, or after he or she becomes a
Director, as set forth in the table below:
<TABLE>
<CAPTION>
The Director's
If the Director's First Option will be for the
Annual Meeting is the: Following Number of Shares:
---------------------- ---------------------------
<S> <C>
2000 Annual Meeting 4,000
2001 Annual Meeting 3,000
2002 Annual Meeting 2,000
2003 Annual Meeting 1,000
</TABLE>
(b) Schedule Under Which Options Become Fully Exercisable.
Each Option granted under the Plan on or before the date of the 2000 Annual
Meeting shall be exercisable for 1,000 shares of Stock as of the date of the
2000 Annual Meeting. Each such Option will become exercisable for an additional
1,000 shares of Stock as of the date of each successive Annual Meeting, until it
is exercisable in full. Each Option granted under the Plan after the date of the
2000 Annual Meeting shall be immediately exercisable for 1,000 shares of Stock,
unless it is granted within 60 days prior to an Annual Meeting, and shall be
exercisable for an additional 1,000 shares of Stock as of the date of each
successive Annual Meeting, until it is exercisable in full.
(c) Option Price. The Option price of each share of Stock
purchasable under an Option shall be the Fair Market Value per Share on the date
of grant.
(d) Option Agreement. Each Option granted under this Plan
shall be evidenced by a stock option agreement ("Stock Option Agreement") that
is duly executed on behalf of the Corporation and by the Director to whom the
Option is granted. Each Stock Option Agreement shall be subject to the terms and
conditions of this Plan and in such form, not inconsistent with this Plan, as
the Board of Directors shall from time to time approve. Appropriate officers of
the Corporation are hereby authorized to execute and deliver Stock Option
Agreements on behalf of the Corporation.
(e) Manner of Exercise. Any Option (subject to Section 6(b))
may be exercised from time to time, in whole, or in part in minimum installments
of 500 shares, by giving written notice to the Corporation, signed by the person
exercising the Option, stating the number of shares of Stock with respect to
which the Option is being exercised, accompanied by payment of the full
consideration for the shares as to which the Option is being exercised, in one
or a combination of the following alternative forms:
3
<PAGE> 4
(i) cash, or (ii) shares of Stock already owned by the person exercising the
Option, valued at the Fair Market Value per Share of Stock on the date of
exercise.
(f) Expiration of Options. The unexercised portion of each
Option shall automatically and without notice expire and become null and void at
the time of the earliest to occur of the following:
(i) the expiration of seven years from the date the Option
was granted;
(ii) the expiration of three months after the Optionee ceases
to be a Director, other than by reason of permanent disability
(as defined in Section 22(e)(3) of the Internal Revenue Code),
death, or for cause;
(iii) the expiration of one year following the death or
permanent disability (as defined in Section 22(e)(3) of the
Internal Revenue Code) of the Optionee; or
(iv) the termination of the Optionee's service as a Director,
if such termination is for cause (the Board of Directors shall
have the right to determine what constitutes cause, and such
determination shall be conclusive and binding for all
purposes).
(g) Options are Nonqualified. Each Option granted under this
Plan shall be a nonqualified stock option which does not qualify as an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code.
SECTION 7. NONTRANSFERABILITY OF OPTIONS
No Option shall be transferable otherwise than by will or by
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder. During the
lifetime of an Optionee, the Option shall be exercisable only by the Optionee
personally or by the Optionee's legal representative.
SECTION 8. NO RIGHT TO CONTINUE AS DIRECTOR
Neither this Plan nor the granting of an Option, nor any other
action taken pursuant to this Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that the Board of Directors will
nominate any Director for re-election, or that the Corporation will retain a
Director for any period of time, or at any particular rate of compensation.
SECTION 9. RIGHTS AS A SHAREHOLDER
4
<PAGE> 5
An Optionee or a transferee of an Option pursuant to Section 7
shall have no rights as a Shareholder with respect to any Stock that is the
subject of either an unexercised or exercised Option until the Optionee or such
transferee shall have become the holder of record of such Stock, and no
adjustments shall be made for dividends in cash or other property or other
distributions or rights in respect of such Stock for which the record date is
prior to the date on which the Optionee or such transferee shall have in fact
become the holder of record of the Stock acquired pursuant to the Option.
SECTION 10. ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE
In the event there is any change in the number of shares of
Stock through the declaration of stock dividends or stock splits or through
recapitalization or merger or consolidation or combination of shares or
otherwise, the Board of Directors shall make such adjustment, if any, as it may
deem appropriate in the number of shares of Stock available for Options as well
as the number of shares of Stock subject to any outstanding Options, the option
price thereof and any other terms it deems appropriate. Any such adjustment may
provide for the elimination of any fractional shares which might otherwise
become subject to any Option without payment therefor. The grant of Options
under this Plan shall not affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.
SECTION 11. USE OF PROCEEDS
The cash proceeds received by the Corporation from the
issuance of shares pursuant to Options under this Plan shall be used for general
corporate purposes.
SECTION 12. TAX WITHHOLDING
The delivery of any shares of Common Stock under the Plan
shall be for the account of the Company and any such delivery or distribution
shall not be made until the recipient shall have made satisfactory arrangements
for the payment of any applicable withholding taxes.
SECTION 13. EFFECTIVE DATE AND TERM OF THIS PLAN
(a) This Plan shall become effective on April 21, 1999,
provided that the holders of a majority of all of the shares of the
Corporation's Stock issued and outstanding shall, by vote at a meeting of
shareholders duly called and held or by written consent, have approved this
Plan.
(b) Unless previously terminated in accordance with Section 14
of this Plan, this Plan shall terminate at the close of business on May 30,
2003, after which no
5
<PAGE> 6
Options shall be granted under this Plan. Such termination shall not affect any
Options granted prior to such termination.
SECTION 14. AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN
The Board of Directors may, from time to time, terminate or
suspend this Plan, in whole or in part, or amend this Plan from time to time,
including the adoption of amendments deemed necessary or desirable to qualify
the Options under rules and regulations promulgated by the Securities and
Exchange Commission with respect to directors who are subject to the provisions
of Section 16 of the Securities Exchange Act of 1934 (the "Act"), or to correct
any defect or supply any omission or reconcile any inconsistency in this Plan or
in any Option granted hereunder, without the approval of the Shareholders of the
Corporation; except that no such action shall be taken which would: (i)
materially increase the benefits accruing to participants under this Plan,
materially increase the number of securities which may be issued under this Plan
(except as permitted in Section 10), or materially modify the eligibility
requirements for participation in this Plan, (ii) cause this Plan not to satisfy
the applicable requirements of Rule 16b-3 under the Act, or (iii) impair the
rights of any Optionee under any Option previously granted under this Plan
without the Optionee's consent. In no event shall any provision of this Plan
dealing with persons who are designated to receive grants or awards, the amount
or price of securities to be granted or awarded, or the timing, of grants or
awards, be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder.
SECTION 15. LIMITATION ON ISSUE OR TRANSFER OF SHARES
Notwithstanding any provisions of this Plan or the terms of
any Option, the Corporation shall not be required to issue any shares of Stock,
or transfer on its books and records any shares of Stock if such issue or
transfer would, in the judgment of the Board of Directors or of counsel for the
Corporation, constitute a violation of any state or Federal law, or of the rules
or regulations of any governmental regulatory body, or any securities exchange
or automated dealer quotation system. An Optionee desiring to exercise an Option
may be required by the Corporation, as a condition of the effectiveness of any
exercise of an Option, to agree in writing that all securities to be acquired
pursuant to such exercise shall be held for his or her account without a view to
any further distribution thereof, that the certificates for such shares shall
bear an appropriate legend to that effect, and that such shares will not be
transferred or disposed of except in compliance with applicable federal and
state securities laws.
SECTION 16. CHANGE IN CONTROL
(a) In the case of a Change in Control (as defined below) of
the Corporation, unless the Board of Directors determines otherwise, each Option
then outstanding shall become exercisable in full immediately prior to such
Change in Control.
6
<PAGE> 7
(b) Any determination by the Board of Directors made pursuant
to this Section may be made as to all outstanding Options or only as to certain
Options specified by the Board of Directors and any such determinations shall be
made in cases covered by subparagraphs 16(c)(i) and (ii) below prior to or as
soon as practicable after the occurrence of such event and in the cases covered
by subparagraphs 16(c)(iii) or (iv) prior to the occurrence of such event.
(c) A Change in Control shall occur if:
(i) Any "person" or "group of persons" as such terms are
defined in Section 13(d) and 14(c) of the Act directly or indirectly purchases
or otherwise becomes the "beneficial owner" (as defined in the Act) or has the
right to acquire such beneficial ownership (whether or not such right is
exercised immediately, with the passage of time or subject to any condition) of
voting securities representing forty percent (40%) or more of the combined
voting power of all outstanding voting securities of the Corporation,
(ii) During any period of two consecutive years the
individuals who at the beginning of such period constitute the Board of
Directors cease for any reason to constitute at least the majority of the
members thereof unless (1) there are five or more directors then still in office
who were directors at the beginning of the period and (2) the election or the
nomination for election by the Corporation's shareholders of each new director
was approved by at least two-thirds (2/3) of the directors then still in office
who were directors at the beginning of the period,
(iii) The shareholders of the Corporation shall approve an
agreement to merge or consolidate the Corporation with or into another
corporation as a result of which less than fifty percent (50%) of the
outstanding voting securities of the surviving or resulting entity are or are to
be owned by the former shareholders of the Corporation (excluding from former
shareholders a shareholder who is or as a result of the transaction in question,
becomes an "affiliate" as defined in Rule 12b-2 under the Act of any party to
such consolidation or merger), or
(iv) The shareholders of the Corporation shall approve the
sale of all or substantially all of the Corporation's business and/or assets to
a person or entity that is not a wholly-owned subsidiary of the Corporation.
SECTION 17. NO SEGREGATION OF CASH OR SHARES
The Corporation shall not be required to segregate any shares
of Stock that may at any time be represented by Options, and the Plan shall
constitute an "unfunded" plan of the Corporation. No Director shall have rights
with respect to shares of Stock prior to the delivery of such shares. The
Corporation shall not, by any provisions of the Plan, be deemed to be a trustee
of any Stock or any other properties and the liabilities of the Corporation to
any Director pursuant to the Plan shall be those
8
<PAGE> 8
of a debtor pursuant to such contract obligations as are created by or pursuant
to the Plan, and the rights of any Director, former Director or beneficiary
under the Plan shall be limited to those of a general creditor of the
Corporation.
SECTION 18. DELIVERY OF SHARES
No shares shall be delivered pursuant to any exercise of an
Option under the Plan unless the requirements of such laws and regulations as
may be deemed by the Board of Directors to be applicable thereto are satisfied.
All certificates for shares of Stock delivered under the Plan shall be subject
to such stock-transfer orders and other restrictions as the Board of Directors
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable Federal or state securities law, and the
committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
SECTION 19. GOVERNING LAW
This Plan and all determinations made and actions taken
pursuant thereto shall be governed by the laws of the State of Michigan and
construed in accordance therewith.
SECTION 20. SEVERABILITY
If any provision of the Plan, or any term or condition of any
Option granted thereunder, is invalid, such provision, term, condition or
application shall to that extent be void (or, in the discretion of the Board of
Directors, such provision, term or condition may be amended so as to avoid such
invalidity or failure), and shall not affect other provisions, terms or
conditions or applications thereof, and to this extent such provisions, terms
and conditions are severable.
8
<PAGE> 1
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB(continued)
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
----- ----- -----
(in thousands, except per share data)
BASIC
<S> <C> <C> <C>
Income (Loss) Before Cumulative Effect
of Accounting Change $983 $1,104 ($1,932)
/ Weighted Average Shares 2,404 1,834 1,530
- ------------------------------ ----- ------ ------
Per Share $0.41 $0.60 ($1.26)
Cumulative Effect of Accounting Change (57) ---- ----
/ Weighted Average Shares 2,404 1,834 1,530
- ------------------------------ ----- ----- -----
Per Share (0.02) ---- ----
Basic Earnings Per Share $0.39 $0.60 ($1.26)
=========================== ===== ===== =====
DILUTED
<S> <C> <C> <C>
Income (Loss) Before Cumulative Effect
of Accounting Change $983 $1,104 ($1,932)
/ Weighted Average Shares 2,409 1,846 1,530
- ------------------------------ ----- ----- -----
Per Share $0.40 $0.60 ($1.26)
Cumulative Effect of Accounting Change (57) ---- ----
/ Weighted Average Shares 2,409 1,846 1,530
- ------------------------------ ----- ----- -----
Per Share (0.02) ---- ----
Diluted Earnings Per Share $0.38 $0.60 ($1.26)
=========================== ===== ===== =====
</TABLE>
Notes:
- Weighted average shares outstanding have been adjusted to reflect the 10%
stock dividends in 1999, 1998 and 1997.
- Where applicable, diluted share computations include the effects of
outstanding stock options.
<PAGE> 1
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
EXHIBIT 13
PROXY STATEMENT AND
1999 ANNUAL REPORT OF THE CORPORATION
<PAGE> 1
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB(continued)
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in this Annual Report on Form
10-KSB of our audit report dated January 28, 2000, on the financial statements
of Community Central Bank Corporation for the periods ended December 31, 1999
and 1998, which is included in the 1999 Stockholder Report of Community Central
Bank Corporation.
S/ PLANTE & MORAN, LLP
Troy, Michigan
March 29, 2000
14
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary information extracted from Community Central Bank
Corporation's Consolidated Balance Sheet as of December 31, 1999, and the
Consolidated Statement of Operations for the year ended December 31, 1999, and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 5,662
<INT-BEARING-DEPOSITS> 30
<FED-FUNDS-SOLD> 20,700
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 9,546
<INVESTMENTS-CARRYING> 4,638
<INVESTMENTS-MARKET> 4,590
<LOANS> 141,312
<ALLOWANCE> 1,927
<TOTAL-ASSETS> 183,724
<DEPOSITS> 162,846
<SHORT-TERM> 1,605
<LIABILITIES-OTHER> 748
<LONG-TERM> 1,496
0
0
<COMMON> 12,100
<OTHER-SE> 4,929
<TOTAL-LIABILITIES-AND-EQUITY> 183,724
<INTEREST-LOAN> 10,514
<INTEREST-INVEST> 1,013
<INTEREST-OTHER> 1,021
<INTEREST-TOTAL> 12,548
<INTEREST-DEPOSIT> 6,208
<INTEREST-EXPENSE> 6,472
<INTEREST-INCOME-NET> 6,076
<LOAN-LOSSES> 851
<SECURITIES-GAINS> 11
<EXPENSE-OTHER> 4,332
<INCOME-PRETAX> 1,546
<INCOME-PRE-EXTRAORDINARY> 1,546
<EXTRAORDINARY> 0
<CHANGES> 57
<NET-INCOME> 983
<EPS-BASIC> .39
<EPS-DILUTED> .38
<YIELD-ACTUAL> 3.88
<LOANS-NON> 468
<LOANS-PAST> 178
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,330
<CHARGE-OFFS> 272
<RECOVERIES> 18
<ALLOWANCE-CLOSE> 1,927
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
