CAPITAL BANCORP/FL
8-K, 1997-10-06
STATE COMMERCIAL BANKS
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<PAGE>   1
                       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 26, 1997


                                 CAPITAL BANCORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    FLORIDA                     2-26080                       59-2160717
- ---------------              ------------                 -------------------
(State or other              (Commission                     (IRS Employer
jurisdiction of              File Number)                 Identification No.)
incorporation)


                   1221 BRICKELL AVENUE, MIAMI, FLORIDA 33131
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (305) 536-1500


                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>   2



Item 5:  OTHER EVENTS.

         Attached hereto as Exhibit 20.1 is the press release regarding the
announcement by Capital Bancorp stating that it has been advised by the Nasdaq
Stock Market, Inc. that Nasdaq is seeking to delist Capital Bancorp's Common
Stock from the Nasdaq National Market.

Item 7:  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Not Applicable.

         (b)      Not Applicable.

         (c)      Exhibits:

                  20.1     Press Release



                                    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 hereunto duly authorized.

Dated: September 30, 1997                     CAPITAL BANCORP

                                              BY: /s/ LUCIOUS T. HARRIS
                                                  ------------------------------
                                                  Lucious T. Harris, Senior Vice
                                                  President and Treasurer



<PAGE>   1


                                  EXHIBIT 20.1

CAPITAL BANCORP                    Contact:  Lucious T. (Tim) Harris, Treasurer
                                             Capital Bancorp
                                             (305) 536-1677

                CAPITAL BANCORP REPORTS NASDAQ ACTION RE: LISTING
                -------------------------------------------------

         MIAMI, September 26, 1997 ---- Capital Bancorp (Nasdaq: CBCP) today
announced that it has been advised by the Nasdaq Stock Market, Inc. that Nasdaq
is seeking to delist Capital Bancorp's common stock from The Nasdaq National
Market.

         Capital Bancorp said it will seek a hearing before Nasdaq with respect
to the proposed delisting, which will automatically stay the effectiveness of
the delisting which was otherwise scheduled to occur on October 6, 1997.

         Nasdaq cited Capital Bancorp's failure to hold an annual meeting as the
basis for the proposed delisting. Capital said it intends to vigorously contest
the proposed delisting.

         As previously reported, Capital Bancorp has entered into a merger
agreement with Union Planters Corporation. A special meeting of Capital
Bancorp's shareholders to vote on the proposed merger is expected to be held
later this year and, assuming the receipt of shareholder and regulatory
approvals, the merger is currently expected to close by year-end.

         Capital Bancorp is the parent company of Miami-based Capital Bank,
which has 28 South Florida offices. The Bank had assets of approximately $1.9
billion and deposits of approximately $1.2 billion as of June 30, 1997. Capital
Bank owns approximately 81 percent of Capital Factors Holding, Inc., which is a
specialized financial services company headquarted in Boca Raton with offices in
Los Angeles, New York City, Charlotte and Atlanta. Capital Bancorp's Common
Stock is traded on the Nasdaq National Market under the symbol "CBCP." Capital
Factors Holding, Inc's Common Stock is traded on the Nasdaq National Market
under the symbol "CAPF."






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