Shore Financial Corp - Filing of certain prospectuses and comms. for business combination transactions (425)
April 25 2008 - 4:51PM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported): April 25, 2008
Hampton Roads Bankshares, Inc.
(Exact name of registrant as specified in its
charter)
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Virginia
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001-32968
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54-2053718
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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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999 Waterside Drive, Suite 200
Norfolk, Virginia
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23510
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (757) 217-1000
Not Applicable
(Former name or
former address, if changed since last report)
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:
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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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¨
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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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On April 25, 2008, Hampton
Roads Bankshares, Inc. (Hampton Roads Bankshares) mailed to all holders of record of shares of common stock of Shore Financial Corporation (Shore Financial) as of April 11, 2008, an Election Form and Letter of
Transmittal to be used in connection with the merger of Shore Financial into Hampton Roads Bankshares (the Merger), together with a Cover Letter for Election Form and other related transmittal materials (together, the Election
Materials).
The Election Materials contain instructions regarding the election mechanics of the elections available to Shore
Financials shareholders and information concerning the tax consequences of such elections. The Election Form and Letter of Transmittal will be used by such shareholders in electing to receive cash consideration, stock consideration or a
combination thereof in exchange for their shares of Shore Financial common stock and must accompany certificates representing shares of Shore Financial common stock (or a Notice of Guaranteed Delivery) in order for such shareholders to receive
consideration in the Merger. Copies of the Cover Letter for Election Form and the Election Form and Letter of Transmittal are included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Cover Letter for Election Form.
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99.2
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Election Form and Letter of Transmittal.
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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.
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HAMPTON ROADS BANKSHARES, INC.
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Date: April 25, 2008
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By:
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/s/ Jack W. Gibson
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Jack W. Gibson
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Vice Chairman, President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Cover Letter for Election Form.
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99.2
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Election Form and Letter of Transmittal.
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4
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