Securities and Exchange Commission
Washington, D. C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report: April 10, 2012
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR.240.13e-4(c))
Item 8.01 Other Events
On April 10, 2012, Citizens Capital Corp. (the “Company”- OTC:CAAP) issued a press release announcing that pursuant to third party Escrow Agency (“Escrow”), private investor and selling shareholder, Corporate Services Trust (“CST”), intends, subject to market and other conditions, to sale 1,200,000 non-dilutive, shares of Citizens Capital Corp.; Class A; common stock (the “Common Stock” – CUSIP 174445106) in secondary market transactions with investors and eligible DTC participants. The transaction consist of 1,200,000 shares of Citizens Capital Corp.; Class A; common stock at $5.00 per share for an aggregate transaction amount of $6,000,000, if fully transacted. The Company is not issuing or selling any additional shares and will not receive any of the proceeds from the secondary market sale of the common stock.
Separately, subsequent to the close of the Escrow transaction by CST, the Company and CST have agreed in principal to enter into a $5,000,000 revolving Line of credit, loan agreement (the “Loan”). Net proceeds from the loan will be used by the Company to (i) facilitate corporate growth; (ii) create new jobs, (iii) fund the Company’s corporate and/or asset acquisition initiatives as executed by itself and/or its subsidiary units; and (iv) for working capital and general corporate purposes. A copy of the press release is attached hereto as Exhibit 99.1.
The Common Stock is being sold in secondary market transactions with investors and eligible DTC participants. The Common Stock is subject to a previous effective registration statement dated May 16, 1999 pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”).
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 10, 2012