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: February 12, 2008

(Date of earliest event reported)

 

 

V IRGINIA F INANCIAL G ROUP , I NC .

(Exact name of registrant as specified in its charter)

 

V IRGINIA   000-22283   54-1829288

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

102 S OUTH M AIN S TREET , C ULPEPER , V IRGINIA   22701
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (540) 829-1633

n/a

(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 ( see General Instruction A.2. below):

 

x 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 February 12, 2008, Virginia Financial Group, Inc. (“VFG”) and FNB Corporation (“FNB”) issued a joint press release with respect to the shareholder meetings held by VFG and FNB in connection with their proposed merger of equals. A copy of the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

99.1    Press release issued jointly by Virginia Financial Group, Inc. and FNB Corporation, dated February 12, 2008.

 

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.

 

Virginia Financial Group, Inc.
By:   /s/ Jeffrey W. Farrar
 

Jeffrey W. Farrar

Executive Vice President and

Chief Financial Officer

Date: February 13, 2008

 

EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press release issued jointly by Virginia Financial Group, Inc. and FNB Corporation, dated February 12, 2008.
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