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
April 28, 2010
Date of Report (Date of earliest event reported)
Heritage Bankshares, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Virginia | | 0-11255 | | 54-1234322 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
150 Granby Street, Suite 150, Norfolk, Virginia 23510
(Address of principal executive offices, including zip code)
757-648-1700
(Registrant’s telephone number, including area code)
(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 2.02. | Results of Operations and Financial Condition |
On April 28, 2010, Heritage Bankshares, Inc. (the “Company”) issued a press release related to its results of operations and financial condition for the quarter ended March 31, 2010 (the “Press Release”). The text of the Press Release is included as Exhibit 99.1 to this report and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 of this Form 8-K, including Exhibit 99.1 hereto, shall not be treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The Company will include unaudited financial statements and additional analyses for the quarter ended March 31, 2010 as part of its Form 10-Q covering the period.
| Item 5.02. | Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 28, 2010, Barbara Zoby announced her retirement from the Board of Directors of the Company and Heritage Bank (the “Bank”), effective April 30, 2010. Ms. Zoby will continue to serve as Vice Chairman of the Norfolk Advisory Board for the Bank.
The Company also announced in the Press Release that, on April 28, 2010, the Board of Directors declared a quarterly dividend on the Company’s common stock in the amount of $0.06 per share, payable on May 20, 2010 to shareholders of record on May 10, 2010.
The same day, as also communicated in the Press Release, the Board of Directors declared quarterly dividends on the preferred stock issued by the Company in connection with its participation in the TARP Capital Purchase Program. Specifically, the Board declared (a) a cash dividend in the aggregate amount of $126,287.50 on the outstanding shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and (b) a cash dividend in the aggregate amount of $6,817.50 on the outstanding shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B (collectively, the “Preferred Dividends”). The Preferred Dividends are payable on May 17, 2010 to the U.S. Department of the Treasury, the sole holder of record of such preferred stock.
| Item 9.01 | Financial Statements and Exhibits |
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| 99.1 | | Press Release issued by Heritage Bankshares, Inc. on April 28, 2010. |
| | | | |
| | | | | Heritage Bankshares, Inc. |
| | | | (Registrant) |
| | |
| Date: April 29, 2010 | | | | /S/ JOHN O. GUTHRIE |
| | | | John O. Guthrie |
| | | | Chief Financial Officer |
INDEX TO EXHIBITS
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Exhibit Number | | Description |
| |
| 99.1 | | Press Release issued by Heritage Bankshares, Inc. on April 28, 2010 |
