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): September 11, 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 |
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8270 Greensboro Drive, Suite 500 |
| 22102 | ||
(Address of principal executive offices) |
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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 8.01 Other Events.
Cardinal Financial Corporation (the “Company”) currently holds perpetual preferred stock issued by Fannie Mae in its available-for-sale investment securities portfolio with a book value of $4.8 million. The Company expects to record a noncash other-than-temporary impairment charge on these securities in the third quarter, as these securities now trade well below their par value. The Company will continue to evaluate the situation and expects to make a final determination of impairment relating to these securities in connection with the preparation of its financial statements for the third quarter of 2008.
The expected impairment on these securities would not impact the Company’s nor its subsidiary bank’s ability to maintain capital ratios significantly above the “well capitalized” regulatory requirements.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements contain information related to matters such as the Company’s intent, belief or expectation with regard to such matters as financial and operational performance, credit quality and branch expansion. Such statements are necessarily based on management’s assumptions and estimates and are inherently subject to a variety of risks and uncertainties concerning the Company’s operations and business environment, which are difficult to predict and beyond the control of the Company. Such risks and uncertainties could cause actual results of the Company to differ materially from those matters expressed or implied in such forward-looking statements. For an explanation of the risks and uncertainties associated with forward-looking statements, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and other reports filed with and furnished to the Securities and Exchange Commission.
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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 | |||||
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Date: September 11, 2008 | By: | /s/ Mark A. Wendel | ||||
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| Mark A. Wendel | ||||
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| Executive Vice President and | ||||
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| Chief Financial Officer | ||||
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