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 11, 2016
XENITH BANKSHARES, INC.
(Exact name of Registrant as specified in charter)
| Virginia | 000-53380 | 80-0229922 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
One James Center, 901 E. Cary Street, Suite 1700 Richmond, Virginia | 23219 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (804) 433-2200
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):
| x | 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 July 11, 2016, Hampton Roads Bankshares, Inc. and Xenith Bankshares, Inc. (the “Companies”) received approval from the Federal Reserve Bank of Richmond, acting under authority delegated by the Board of Governors of the Federal Reserve System, for the merger between the Companies. This approval was the final regulatory approval necessary to consummate the merger between the Companies. The merger is expected to close on July 29, 2016, subject to the approval of the Companies’ respective shareholders at meetings to be held on July 28, 2016, and the satisfaction or waiver of other customary closing conditions.
A copy of the joint press release issued by the Companies announcing the regulatory approval is included as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit | Description | |
| 99.1 | Joint Press Release Hampton Roads Bankshares, Inc. and Xenith Bankshares, Inc., dated July 12, 2016 | |
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SIGNATURE
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.
Date: July 12, 2016
| XENITH BANKSHARES, INC. | ||
| By: | /s/ Thomas W. Osgood | |
| Thomas W. Osgood | ||
| Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer | ||
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EXHIBIT INDEX
Exhibit | Description | |
| 99.1 | Joint Press Release Hampton Roads Bankshares, Inc. and Xenith Bankshares, Inc., dated July 12, 2016 | |
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