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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
November 19, 1998
No. 0-22423
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Commission File Number
HCB Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Oklahoma 62-1670792
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(State of Incorporation) (I.R.S. Employer
Identification No.)
237 Jackson Street, Camden, Arkansas 71701
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(Address of Principal Executive Offices) (Zip Code)
(870) 836-6841
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Registrant's Telephone Number,
Including Area Code
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Item 5. Other Events.
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On November 18, 1998, the Registrant received notice from
the Nasdaq that the Nasdaq has scheduled a hearing for December
18, 1998 regarding the possible removal of the Registrant's
common stock from listing on the Nasdaq National Market. The
reason for the possible removal from listing relates to the
Registrant's failure to file on a timely basis its Annual Report
on Form 10-K for the year ended June 30, 1998 (the "Form 10-K").
Additionally, the Registrant has not yet filed its Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998
(the "Form 10-Q").
The Registrant's failure to file such reports on a timely
basis relates to its recent change in auditors. The change in
auditors was previously reported in the Registrant's Current
Report on Form 8-K filed on October 9, 1998. After failing to
reach an agreement with KPMG Peat Marwick LLP, Jackson,
Mississippi, regarding their possible engagement as the
Registrant's independent public accountant, the Company
contacted Deloitte & Touche, LLP, Little Rock, Arkansas
("Deloitte"), regarding the possibility of retaining Deloitte as
its independent public accountants. Before accepting the
engagement as the Company's independent public accountants,
Deloitte advised the Company that it would have to undertake a
review of the Company's systems of internal control. That
review was satisfactorily completed, and on October 1, 1998,
Deloitte was engaged as the Company's independent public
accountant. Deloitte currently is in the process of completing
the audit as of and for the fiscal year ended September 30,
1998. When the audit is completed, the Company anticipates that
it will then be able to complete and file the Form 10-K and the
Form 10-Q.
Although it cannot predict what decision the Nasdaq will
reach at the December 18thhearing as to the continued listing of
the Registrant's common stock on the Nasdaq National Market, the
Registrant believes that if it is able to complete and file the
Form 10-K and Form 10-Q prior to the hearing, it has a
reasonable argument that the common stock should not be
delisted. Conversely, the Registrant believes that if it is
unable to complete and file the Form 10-K and Form 10-Q prior to
the hearing, then it is likely that the Nasdaq will order the
common stock delisted. While the Registrant is making every
effort to complete the Form 10-K and Form 10-Q as soon as
possible, it is uncertain whether it will be able to do so prior
to the scheduled December 18th hearing.
Should the Nasdaq determine to delist the Registrant's
common stock, the Registrant intends to complete its Form 10-K
and Form 10-Q as quickly as possible and reapply to the
Nasdaq for listing on the Nasdaq National Market. No assurance
can be given that at that time the Registrant would satisfy the
requirements for initial listing on Nasdaq or that the Nasdaq
would approve the Registrant's initial listing application.
This Form 8-K contains statements that are forward-looking,
as that term is defined by the Private Securities Litigation Act
of 1995 or the Securities and Exchange Commission in its
rules, regulations, and releases. The Registrant intends that
such forward-looking statements be subject to the safe harbors
created thereby. All forward-looking statements are based on
current expectations. Accordingly, actual results may differ
from those expressed in the forward-looking statements, and the
making of such statements should not be regarded as a
representation by the Company or any other person that results
expressed therein will be achieved.<PAGE>
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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 thereunto duly authorized as of
the date set forth below.
HCB BANCSHARES, INC.
Date: November 19, 1998 By: /s/ Vida H. Lampkin
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Vida H. Lampkin,
President
(Duly Authorized Representative)
