Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 30, 2020 (the “Closing Date”), Pinnacle Bankshares Corporation (the “Company”), the parent holding company of First National Bank (Altavista, Virginia) (the “Bank”), completed the transactions contemplated by the Agreement and Plan of Reorganization, dated as of January 21, 2020, as amended on June 9, 2020, between the Company and Virginia Bank Bankshares, Inc. (“Virginia Bank”), the parent holding company of Virginia Bank and Trust Company (Danville, Virginia) (“VBT”), and a related Plan of Merger (the “Merger Agreement”). On the Closing Date, Virginia Bank was merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”) (the effective time of the Merger, the “Effective Time”) and (ii) shortly after the Effective Time, VBT was merged with and into the Bank, with the Bank continuing as the surviving bank (together with the Merger, the “Mergers”). The Mergers were described in the Registration Statement on Form S-4 (File No. 333-239666) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2020, as subsequently amended on August 18, 2020 and September 3, 2020 (the “Registration Statement”).
At the Effective Time, pursuant to the terms of the Merger Agreement, each share of common stock of Virginia Bank, except for certain specified shares owned by the Company or Virginia Bank, was converted into the right to receive either 0.54 shares of the Company’s common stock or $16.00 in cash, subject to the election and allocation procedures set forth in the Merger Agreement, with cash paid in lieu of fractional shares of the Company’s common stock.
The foregoing summary of the Merger Agreement and the Mergers is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 to the Registration Statement and is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, on October 30, 2020, effective at the Effective Time the size of the Company’s board of directors (the “Board”) was increased to 18 directors and the Board appointed the following individuals to serve as directors of the Company until the next annual meeting of the Company’s shareholders: Donald W. Merricks, George W. Davis, III, John L. Foster, L. Frank King, Jr. and Dr. Albert L. Payne. Each of these individuals served as a director of Virginia Bank and VBT prior to the Effective Time. Each director will be entitled to receive compensation as a non-employee member of the Board, as described in the Registration Statement under the heading “Directors, Executive Officers, Executive Compensation and Corporate Governance of Pinnacle – Director Compensation.”
Effective as of the Effective Time, Mr. Davis, III and Mr. Foster were appointed to the Company’s Audit Committee, Mr. Merricks was appointed to the Company’s Executive Committee, Mr. Davis, III and Mr. Merricks were appointed to the Company’s Compensation Committee and the Company’s Nominating Committee, and Mr. Foster and Mr. Merricks were appointed to the Company’s Risk Management Committee. Also effective as of the Effective Time, Mr. Merricks was appointed as Vice Chairman of the Company’s Board of Directors.
Since January 1, 2019, there have been no related party transactions between the Company and any of the individuals listed in the paragraph above that are reportable under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On November 2, 2020, the Company issued a press release announcing consummation of the Mergers. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of the businesses acquired.
The audited consolidated financial statements of Virginia Bank as of and for the fiscal years ended December 31, 2019 and 2018, and the related notes and report of the independent auditor thereto, are incorporated by reference as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
