FEDERAL TRUST CORP
8-K, 1998-06-17
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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): June 16, 1998



                            FEDERAL TRUST CORPORATION
             (Exact name of registrant as specified in its charter)


              Florida                    33-27139               59-2935028
   ----------------------------    ----------------------     ----------------
   (State or other jurisdiction    Commission File Number     (I.R.S. Employer
         Of incorporation)                                   Identification No.)




                               1211 Orange Avenue

                           Winter Park, Florida 32789
                    (address of principal executive offices)
                 Registrant's telephone number: (407) 645-1201




<PAGE>


ITEM 5.   OTHER EVENTS

     On June 10,  1998,  the common  stock for  Federal  Trust  Corporation  was
approved for trading on the Nasdaq SmallCap Market System.  The stock will begin
trading today,  Wednesday,  June 17, 1998 at 9:30 A.M. The stock price is quoted
under the  symbol  "FDTR"  and was  previously  listed  on the  Over-the-Counter
Bulletin  Board" with its stock price quoted on the  "electronic  pink  sheets".
Federal  Trust  Corporation  stock  last  traded on June 16,  1998 at $4.562 per
share. The press release is attached as Exhibit 1.

     Pursuant to the  requirements of the Securities Act of 1934, the registrant
has duly  caused  the  report  to be signed  on its  behalf  by the  undersigned
hereunto duly authorized.

Date:     June 17, 1998

                              FEDERAL TRUST CORPORATION
                              -------------------------
                              (Registrant)


                              By: /s/ Aubrey H.  Wright, Jr.
                                  -------------------------
                                   Aubrey H.  Wright, Jr.
                                   Chief Financial Officer and duly authorized
                                   Officer of the Registrant

<PAGE>


                                  PRESS RELEASE
FEDERAL TRUST CORPORATION
WINTER PARK, FLORIDA

     Federal Trust  Corporation,  the parent  holding  company for Federal Trust
Bank,  Winter Park,  Florida,  announced  today as of 9:30 A.M., that its common
stock is now listed and traded on the NASDAQ SmallCap Market System.  The common
stock price is quoted under the symbol "FDTR".

     Jim Suskiewich,  the Chairman and Chief Executive Officer of Federal Trust,
stated that "Over the past two years,  we have  worked very hard to  restructure
the Company's  operations and loan  portfolio,  so that our stock could make the
necessary market adjustments to accurately reflect our Company's position.  This
effort has resulted in a steady  increase in trading to ensure a narrower spread
between the bid and asking  price for the  Company's  shares.  We also wanted to
provide  further  liquidity  for our  shareholders,  which  we  believe  will be
accomplished by our NASDAQ listing."

     There are five investment banking firms that are actively serving as market
makers for the  Company's  common  stock,  Robert W.  Baird &  Company,  Naples,
Florida;  Keefe, Bruyette & Woods, Inc. New York, New York; Tucker Anthony, Inc.
Chicago,  Illinois;  William R. Hough & Company,  St. Petersburg,  Florida;  and
Allen C. Ewing & Company, Jacksonville, Florida.

     Following the  successful  rights and community  offering,  which closed on
December 5, 1997, at a price of $2.00 per share, the common stock was previously
listed on the "Over the Counter  Bulletin  Board" and its stock price was quoted
on the "electronic  pink sheets".  As of the close of business on June 16, 1998,
Federal Trust's stock was traded at $4.562 per share.

                                   EXHIBIT 1


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