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): July 11, 2016

 

 

Hampton Roads Bankshares, Inc.

(Exact name of registrant as specified in its charter)

 

Virginia
(State or other jurisdiction
of incorporation)

 

001-32968
(Commission File Number)

 

54-2053718
(IRS Employer
Identification No.)

 

 

 

 

641 Lynnhaven Parkway
Virginia Beach, Virginia
(Address of principal executive offices)

 

23452
(Zip Code)

 

Registrant’s 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

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

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 July 11, 2016, Hampton Roads Bankshares, Inc. and Xenith Bankshares, Inc. (the “Companies”) received approval from the Federal Reserve Bank of Richmond, acting under authority delegated by the Board of Governors of the Federal Reserve System, for the merger between the Companies.  This approval was the final regulatory approval necessary to consummate the merger between the Companies. The merger is expected to close on July 29, 2016, subject to the approval of the Companies’ respective shareholders at meetings to be held on July 28, 2016, and the satisfaction or waiver of other customary closing conditions.

 

A copy of the joint press release issued by the Companies announcing the regulatory approval 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
Number

 

Description

99.1

 

Joint press release of Hampton Roads Bankshares, Inc. and Xenith Bankshares, Inc., dated July 12, 2016

 

2


 

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.

 

 

Hampton Roads Bankshares, Inc.

 

 

 

July 12, 2016

By:

/s/ Paul A. Driscoll

 

 

Paul A. Driscoll

 

 

Senior Vice President, Secretary and General Counsel

 

3


 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Joint press release of Hampton Roads Bankshares, Inc. and Xenith Bankshares, Inc., dated July 12, 2016

 

4

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