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 : June 21, 2006
Botetourt Bankshares, Inc.
(Exact name of registrant as specified in its charter)
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| Virginia | | 000-49787 | | 54-1867438 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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19747 Main Street Buchanan, Virginia | | 24066 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code 540-591-5000
(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.
Botetourt Bankshares, Inc. has amended its Articles of Incorporation to split the board of directors into three equal classes with staggered terms. The effect is that in the future, one-third of the total board will be eligible for election every year, and directors will be elected for three year terms. This process was inaugurated in the election of directors this year. H. Watts Steger, III, Chairman and Chief Executive Officer of the company said, “We believe that this new configuration of the board of directors will ensure stability on our board and also allow us to continue to recruit and attract well-qualified candidates for future vacancies.”
This matter was submitted for vote and approved by the company’s shareholders at the Company’s annual meeting on May 17, 2006. It was submitted for approval and recording at the Virginia State Corporation Commission shortly thereafter. The company was just recently notified that the amendment was approved and declared effective by the Virginia State Corporation Commission on June 14, 2006.
For additional information regarding this matter, please refer to the company’s proxy materials and Schedule 14A filed with the Securities and Exchange Commission March 24, 2006.
Botetourt Bankshares, Inc. is the holding company for Bank of Botetourt, which was chartered in 1899. Bank of Botetourt operates eight full service offices in Botetourt, Rockbridge, and Roanoke counties.
Information in this press release contains “forward-looking statements.” These statements involve risks and uncertainties that could cause actual results to differ materially including, without limitation, the effects of future economic conditions, governmental fiscal and monetary policies, legislative and regulatory changes, the risks of changes in interest rates and the effects of competition. Additional factors that could cause actual results to differ materially are discussed in Botetourt Bankshares, Inc.’s recent filings with the Securities and Exchange Commission, included but not limited to its Annual Report on Form 10-KSB and its other periodic reports.
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.
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| | Botetourt Bankshares, Inc. |
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| | /s/ H. Watts Steger, III |
| | Chairman & CEO |
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| | /s/ Michelle A. Alexander |
Date: June 21, 2006 | | Chief Financial Officer |
