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 30, 2008
CARDINAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia | | 0-24557 | | 54-1874630 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
of incorporation) | | File Number) | | Identification No.) |
8270 Greensboro Drive, Suite 500 | | |
McLean, Virginia | | 22102 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (703) 584-3400
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:
o 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 7.01 Regulation FD Disclosure
The Registrant reported today that on July 30, 2008 at 10:30 a.m. EST it is making a presentation at the KBW 9th Annual Community Bank Investor Conference in New York, New York. A copy of the investor presentation materials are being furnished as an exhibit to this report and are incorporated by reference into this Item 7.01. For a period of time the presentation is available on the Registrant’s website at www.cardinalbank.com.
The presentation materials contain financial measures that are not prepared in accordance with generally accepted accounting principles (“GAAP”). The Registrant believes that, excluding certain nonrecurring losses from its operating results supplements the GAAP financial information and provides more useful comparable measures of evaluating the operating results and any related trends that may be affecting the Registrant’s business.
As previously disclosed publicly, net income for the six months ended June 30, 2008, was $2.9 million and diluted earnings per share for the period was $0.12. The presentation materials present these items excluding the cash settlement with a mortgage correspondent during 2008 of $1.2 million after tax. Specifically, excluding the settlement, the Registrant’s net income would have been $4.1 million for the six months ended June 30, 2008, or $0.16 per diluted earnings per share.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished pursuant to Item 7.01 above.
Exhibit No. | | Description |
| | |
99.1 | | Investor Presentation Materials |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CARDINAL FINANCIAL CORPORATION |
| | (Registrant) |
| | |
| | |
Date: July 30, 2008 | By: | /s/ Mark A. Wendel |
| | Mark A. Wendel |
| | Executive Vice President and |
| | Chief Financial Officer |
3
EXHIBIT INDEX
Exhibit No. | | Description |
| | |
99.1 | | Investor Presentation Materials |
4