UNITED
STATES
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
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Date
of Report (Date of earliest event reported)
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January
13, 2009
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MARLIN
BUSINESS SERVICES CORP.
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(Exact
name of registrant as specified in its charter)
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Pennsylvania
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000-50448
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38-3686388
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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300
Fellowship Road, Mount Laurel, NJ
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08054
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(888)
479-9111
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(Former
name or former address, if changed since last report.)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2.
below):
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events.
On
January 13, 2009, the Registrant’s wholly-owned subsidiary, Marlin Business Bank
(“MBB”), converted from an industrial bank to a commercial bank and became a
member of the Federal Reserve System. In connection with the conversion of
MBB to a commercial bank, the Registrant became a bank holding company on
January 13, 2009.
The
conversion of MBB to a commercial bank took place in accordance with the
approval by the Federal Reserve Bank of San Francisco (“FRB”) on December 31,
2008 (the “FRB Approval”). On January 8, 2009, the FRB modified the FRB
Approval to permit MBB to convert to a commercial bank and become a member of
the Federal Reserve System without requiring the immediate $25 million capital
injection contemplated in the approval. The FRB has delayed the
requirement for the additional capital injection until such time as the Federal
Deposit Insurance Corporation (“FDIC”) acts on the modification request made by
MBB to the FDIC to eliminate certain inconsistencies between the FRB Approval
and an order by the FDIC, dated March 20, 2007 and modified on February 12, 2008
(the “FDIC Order”), that contained conditions required by the FDIC for MBB to
become an industrial bank.
The
Registrant has submitted a request to the FDIC to modify the FDIC Order to
eliminate certain inconsistencies between the FDIC Order and the FRB
Approval. The Registrant’s modification request is under review by the
FDIC, but the FDIC has not provided the Registrant with a timeline as to when
the Registrant can expect a decision on the modification
request.
If the
FDIC approves the modification request, then the Registrant intends to inject
the additional $25 million of capital into MBB and begin executing against the
business plan approved by the FRB.
SIGNATURES
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: January
20, 2009
MARLIN
BUSINESS SERVICES CORP.
By: /s/ Daniel P.
Dyer
Name:
Daniel P. Dyer
Title:
Chief
Executive Officer