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): October 26, 2015
FIRST WEST VIRGINIA BANCORP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| West Virginia | | 1-13652 | | 55-6051901 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
| 1701 Warwood Avenue , Wheeling, West Virginia | | 26003 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (304) 218-2400
Former name or former address, if changed since last report: Not Applicable
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:
| ¨ | 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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
(d) On November 5, 2015, the Company will file a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, with the Securities and Exchange Commission. The Company anticipates that the Form 25 will become effective 10 days following its filing.
On or after the effective date of delisting, the Company intends to file a Form 15 with the SEC to voluntarily effect the deregistration of its common stock. The Company is eligible to deregister by filing Form 15 because it has fewer than 300 holders of record of its common stock. Upon the filing of the Form 15, the Company’s obligations to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, will immediately be suspended.
| Item 7.01 | Regulation FD Disclosure |
On October 26, 2015, the Company issued a press release announcing its intent to file a Form 25 with the Securities and Exchange Commission. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information contained in the press release and under this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability provisions of that section.
| Item 9.01 | Financial Statements And Exhibits |
(c) Exhibits. The following exhibits are being filed herewith:
| | |
| Exhibit | | |
| Number | | Description |
| |
| 99.1 | | Press release dated October 26, 2015. |
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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 duly authorized.
|
| FIRST WEST VIRGINIA BANCORP, INC. |
| (Registrant) |
|
/s/ William G. Petroplus |
| William G. Petroplus |
| President and Chief Executive Officer |
Date: October 26, 2015
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