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 7, 2007
Botetourt Bankshares, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Virginia | | 000-49787 | | 54-1867438 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | |
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 3.03 | Material Modification to Rights of Security Holders; and Item 8.01 Other Events. |
Botetourt Bankshares, Inc. has amended its Articles of Incorporation to increase indemnification of directors, eliminate preemptive rights, and provide for supermajority voting in certain circumstances. The amendment affects all holders of common stock, the only class of stock the Company has outstanding. The effect of the amendment will give the Company’s directors maximum protection for personal liability allowed under the Virginia statute. Preemptive rights were deemed impractical and the elimination of those rights may make future strategic options more practical and affordable. The adoption of the supermajority provision will give the Company one more layer of protection of an unfriendly takeover attempt, but it also will allow a simple majority of stockholders to approve a strategic action approved by two-thirds of the board of directors.
This matter was submitted for vote and approved by the company’s shareholders at the Company’s annual meeting on May 16, 2007. 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 5, 2007.
For the text of the amended and restated articles of incorporation and other information regarding this matter, please refer to the company’s proxy materials and Schedule 14A filed with the Securities and Exchange Commission March 30, 2007.
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 Virginia 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.
| | | | |
| | | | | Botetourt Bankshares, Inc. |
| | |
| | | | /s/ H. Watts Steger, III |
| | | | Chairman & CEO |
| | |
| | | | /s/ Michelle A. Alexander |
| Date: June 7, 2007 | | | | Chief Financial Officer |
