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): June 30, 2014
XENITH BANKSHARES, INC.
(Exact name of Registrant as specified in charter)
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Virginia |
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000-53380 |
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80-0229922 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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One James Center, 901 E. Cary Street, Suite 1700
Richmond, Virginia |
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23219 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (804) 433-2200
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):
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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)) |
Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
On June 30, 2014, Xenith
Bankshares, Inc. (Xenith Bankshares), Xenith Bank, a wholly-owned subsidiary of Xenith Bankshares, and Colonial Virginia Bank (Colonial) completed the merger of Colonial with and into Xenith Bank (the Merger),
with Xenith Bank being the surviving bank in the Merger. The Merger was completed in accordance with the terms of the Agreement of Merger, dated as of March 20, 2014 and the related Plan of Merger (the Merger Agreement), among
Xenith Bankshares, Xenith Bank and Colonial.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each
share of Colonial common stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive 2.65 shares of Xenith Bankshares common stock (the Exchange Ratio) without interest and less
applicable amounts for taxes. Based on the Exchange Ratio, up to an aggregate of 1,616,964 shares of Xenith Bankshares common stock will be issued to the former shareholders of Colonial in exchange for their shares of Colonial common stock. All
fractional shares of Xenith Bankshares common stock that a Colonial shareholder would otherwise have been entitled to receive as a result of the Merger will be aggregated and, if a fractional share resulted from such aggregation, such holder will
receive, instead of the fractional share, an amount in cash equal to $6.40 multiplied by the fraction of a share of Xenith Bankshares common stock to which such holder would otherwise have been entitled.
Options to purchase shares of Colonial common stock outstanding at the effective time of the Merger were converted into options to purchase
shares of Xenith Bankshares common stock based on the Exchange Ratio. Based on the Exchange Ratio, an aggregate of 39,704 options to purchase shares of Colonial common stock were converted into an aggregate of 105,210 options to purchase shares of
Xenith Bankshares common stock.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not
purport to be complete and is subject to, and qualified in its entirety by, reference to the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Xenith Bankshares with the
Securities and Exchange Commission on March 25, 2014. The terms of the Merger Agreement are incorporated herein by reference.
On
July 1, 2014, Xenith Bankshares issued a press release announcing the completion of the Merger. 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. |
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(a) |
Financial Statements of Businesses Acquired |
The financial statements required by Rule
8-04 of Regulation S-X were previously filed with the Registration Statement on Form S-4 (File No. 333-195108), which became effective on April 30, 2014, and pursuant to General Instruction B.3 of Form 8-K are not filed with this Current
Report on Form 8-K.
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(b) |
Pro Forma Financial Information |
The financial statements required by Rule 8-05 of
Regulation S-X were previously filed with the Registration Statement on Form S-4 (File No. 333-195108), which became effective on April 30, 2014, and pursuant to General Instruction B.3 of Form 8-K are not filed with this Current Report on
Form 8-K.
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99.1 |
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Press release issued by Xenith Bankshares on July 1, 2014 |
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SIGNATURE
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.
Date: July 1, 2014
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XENITH BANKSHARES, INC. |
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By: |
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/s/ Thomas W. Osgood |
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Thomas W. Osgood |
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Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer |
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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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Press release issued by Xenith Bankshares on July 1, 2014 |
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Exhibit 99.1
Xenith Bankshares, Inc. Announces Completion of
Colonial Virginia Bank Acquisition
Richmond, Va., July 1, 2014 Xenith Bankshares, Inc. (NASDAQ:XBKS), parent company of Xenith Bank, today announced the completion of its
acquisition of Colonial Virginia Bank (CVB), whereby CVB was merged with and into Xenith Bank. Xenith Bank will continue to operate CVBs two full-service banking offices in Gloucester, Virginia, and one loan production office in
Yorktown, Virginia. Today, all CVB customers become customers of Xenith Bank; however, the CVB branches will continue to operate under the name Colonial Virginia Bank for an undetermined period of time.
Under the terms of the merger agreement, CVB shareholders received 2.65 shares of Xenith Bankshares common stock for each share of CVB common stock that
they own.
We are pleased to grow and expand our competitive position in the Greater Hampton Roads, Virginia region, which is one of our target
markets, said T. Gaylon Layfield, III, President and Chief Executive Officer of Xenith Bankshares. We welcome the CVB customers and our new colleagues to Xenith. We are also pleased with the confidence the former CVB shareholders have
placed in Xenith. This acquisition enables us to leverage the infrastructure we have developed over the last several years to support a strong Virginia-based regional bank.
Based on reported amounts as of March 31, 2014, the combined bank would have had approximately $803 million in total assets, $632 million in loans net of
allowances for loan and lease losses, and $674 million in deposits and $100 million in total equity capital.
About Xenith Bankshares, Inc.
Xenith Bankshares, Inc. is the holding company for Xenith Bank. Xenith Bank is a full-service, locally-managed commercial bank, specifically targeting the
banking needs of middle market and small businesses, local real estate developers and investors, private banking clients, and select retail banking clients. As of March 31, 2014, the company had total assets of $684 million, loans net of
allowances for loan and lease losses of $559 million, total deposits of $570 million and total shareholders equity of $89 million. Xenith Banks target markets are the Greater Washington, DC, Richmond, VA, and the Greater Hampton Roads,
VA metropolitan statistical areas. The company is
headquartered in Richmond, Virginia and currently has eight branch locations in Tysons Corner, Richmond, Suffolk, and Gloucester, Virginia. Xenith Bankshares common stock trades on the NASDAQ
Capital Market under the symbol XBKS.
For more information about Xenith Bankshares and Xenith Bank, visit our website:
https://www.xenithbank.com/.
All statements other than statements of historical facts contained in this press release are forward-looking
statements. Forward-looking statements made in this press release reflect beliefs, assumptions and expectations of future events or results, taking into account the information currently available to Xenith Bankshares, Inc. These beliefs,
assumptions and expectations may change as a result of many possible events, circumstances or factors, not all of which are currently known to Xenith Bankshares. If a change occurs, Xenith Bankshares business, financial condition, liquidity,
results of operations and prospects may vary materially from those expressed in, or implied by, the forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Factors that may cause actual
results to differ materially from those contemplated by these forward-looking statements include the risks discussed in Xenith Bankshares public filings with the Securities and Exchange Commission (the SEC), including those
outlined in Part I, Item 1A, Risk Factors of the Annual Report on Form 10-K for the year ended December 31, 2013, and under Risk Factors in Xenith Bankshares proxy statement/prospectus (Registration
No. 333-195108) that was filed with the SEC on April 30, 2014 in connection with the merger of CVB with and into Xenith Bank. Except as required by applicable law or regulations, Xenith Bankshares does not undertake, and specifically
disclaims any obligation, to update or revise any forward-looking statement.
# # # # #
Contact:
Thomas W. Osgood
Executive Vice President and
Chief Financial Officer, Chief
Administrative Officer and Treasurer
(804)433-2209
tosgood@xenithbank.com
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