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) May 10, 2012
BAY BANKS OF VIRGINIA, INC.
(Exact Name of Registrant as Specified in Charter)
| Virginia | 0-22955 | 54-1838100 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 S. Main Street, Kilmarnock, Virginia 22482
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (804) 435-1171
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):
| ¨ | 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 May 10, 2012, the Board of Directors of Bay Banks of Virginia, Inc. (the “Company”) approved the filing of a Form 15 with the Securities and Exchange Commission to terminate the registration of the Company’s Common Stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company is relying on Section 12(g)(4) of the Exchange Act, as amended by the Jumpstart Our Business Startups Act, which was enacted on April 5, 2012, to terminate its duty with respect to its shares of Common Stock. The Section 12(g) deregistration will become effective 90 days after the filing of the Form 15, and thereafter the Company will have no further reporting obligations under the Exchange Act. Until the date of termination, the Company is required to file all reports as required by the Exchange Act Sections 13(a), 14, and 16. Based on the date of the Form 15 filing and the designated 90 day termination period, the Company anticipates that its reporting responsibilities under the Exchange Act will cease on or about August 9, 2012.
A press release issued by the Company announcing the deregistration 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. |
| (d) | Exhibits. |
The following exhibit is filed herewith:
Exhibit | Description of Exhibit | |
| 99.1 | Press Release dated May 11, 2012. | |
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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 thereunto duly authorized.
| BAY BANKS OF VIRGINIA, INC. | ||
| By: | /s/ Randal R. Greene | |
Randal R. Greene President and CEO | ||
May 11, 2012
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EXHIBIT INDEX
Exhibit | Description of Exhibit | |
| 99.1 | Press Release dated May 11, 2012. | |
