UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 12b-25
Commission File Number: 001-31724
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 2008
[ ] 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: _______________
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: _________________________________
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Federal Trust Corporation
Former Name if Applicable: N/A
Address of Principal Executive Offices (Street and Number): 312 West 1st Street
City, State and Zip Code: Sanford, Florida 32771
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)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(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 or 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, N-CSR or the transition report portion thereof, could not be filed within
the prescribed time period.
Management of Federal Trust Corporation (the "Registrant") has determined
that the Registrant is unable to file its Annual Report on Form 10-K for the
fiscal year ended December 31, 2008 ("2008 Annual Report") by the due date of
March 31, 2009 and it is not expected that the Registrant will be able to make
that filing within the 15-day extension permitted by the rules of the U.S.
Securities and Exchange Commission (the "SEC").
As disclosed in prior filings with the SEC, the Registrant is subject to
restrictions on its operations imposed by the Office of Thrift Supervision (the
"OTS") under federal banking regulatory laws and regulations. Under these
restrictions, the Registrant is unable to engage an independent registered
public accounting firm to audit the Registrant's financial statements for the
year ended December 31, 2008 without the prior approval of the OTS. In addition,
the Registrant is unable to engage an accounting firm or consultant to assist
with the preparation of the financial information required to prepare the
audited financial statements and other financial information required for the
preparation of the 2008 Annual Report without the prior approval of the OTS. As
of the date hereof, the Registrant has not received such approvals. As a result,
the Registrant is not able to file its 2008 Annual Report on a timely basis.
Until such time as the Registrant receives such approvals, the Registrant is not
able to determine when it will be able to file its 2008 Annual Report with the
SEC.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Dennis T. Ward (407) 323-1833
-------------- ----------- ------------------
(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 the answer is no,
identify report(s).
|X| Yes [ ] No
(3) Is it anticipated that any significant change in results of operation 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?
|X| Yes [ ] 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.
Federal Trust Corporation
-------------------------
(Name of Registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2009 By: /s/ Dennis T. Ward
-------------------------------------
Dennis T. Ward
President and Chief Executive Officer
ATTACHMENT TO FORM 12b-25
FEDERAL TRUST CORPORATION
The net loss of Federal Trust Corporation (the "Registrant") was $14.2
million for the year ended December 31, 2007. The Registrant estimates that its
net loss for the year ended December 31, 2008 will exceed $40.0 million.
However, until such time as the Registrant is able to complete its audit of its
financial statements for the year ended December 31, 2008, the Registrant is not
able to state its net loss for the year ended December 31, 2008 with certainty.