UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File No. 0-17753
CUSIP No. Common, 758924104; Preferred, 758924203
NOTIFICATION OF LATE FILING
Check One): / / Form 10-K and Form 10-KSB / / Form 20-F / / Form 11-K
/X/ Form 10-Q and Form 10-QSB / / Form N-SAR
For Period Ended: March 31, 1997
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Regent Bancshares Corp.
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Full Name of Registrant
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Former Name if Applicable
1430 Walnut Street
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Address of Principal Executive Office (Street and Number)
Philadelphia, Pennsylvania 19102
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(Attach Extra Sheets if Needed)
See Attachment A. SEC 1344 (6/94)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mr. Joel Hyman 215 546-6500
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s)) been filed? If answer is no,
identify report(s). /X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/ / Yes /X/ No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Regent Bancshares Corp.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 14, 1997 By /s/ Joel E. Hyman
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Joel Hyman, Executive Vice President, Chief
Financial Officer and Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (section 232.201 or section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(section 232.13(b) of this chapter).
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ATTACHMENT A
In October 1996, Registrant's principal subsidiary, Regent National
Bank (the "Bank"), became the subject of an order (the "Order") issued by the
Office of the Comptroller of the Currency (the "OCC"). As of March 31, 1997, the
Bank was not in compliance with the capital ratios specified in the Order. On
February 26, 1997, the Bank submitted an alternative capital plan to the OCC for
OCC approval. On March 27, 1997, the Bank received the OCC's acceptance of the
Bank's alternative capital plan. On April 16, 1997, the Bank completed the
private placement of 1,120,000 shares of its Common Stock at $8.50 per share,
resulting in the Bank's receipt of net proceeds of $9.1 million and the Bank
becoming in compliance with the Order. In addition, on April 14, 1997, a new
Chief Executive Officer of Registrant and the Bank took office. As a result of
these events, the disclosure thereof and the effect thereof on Registrant's
consolidated financial statements, Registrant encountered a delay in the
completion of its consolidated financial statements for the three-month period
ended March 31, 1997, and Registrant cannot complete its Form 10-Q Report for
the three-month period ended March 31, 1997 without unreasonable effort or
expense, on or before May 15, 1997. Registrant anticipates, however, that it
will be able to file its Form 10-Q Report for the three-month period ended March
31, 1997 not later than May 20, 1997.
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