UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): April 21, 2023 |
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| | FIRST COMMUNITY BANKSHARES, INC. | |
| (Exact name of registrant as specified in its charter) |
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Virginia | | 000-19297 | | 55-0694814 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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P.O. Box 989 Bluefield, Virginia | | 24605-0989 |
| (Address of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: (276) 326-9000 |
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| 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: |
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| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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| Common Stock ($1.00 par value) | | FCBC | | NASDAQ Global Select |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). |
| Emerging growth company ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective as of 5:01 p.m. on April 21, 2023 (the “Effective Time”), First Community Bankshares, Inc. (‘First Community”) completed its previously announced merger (the “Merger”) with Surrey Bancorp, a North Carolina corporation headquartered in Mount Airy, North Carolina (“Surrey”), pursuant to an Agreement and Plan of Merger (the “Agreement”) dated November 17, 2022, by and between First Community and Surrey. At the Effective Time, Surrey merged with and into First Community, with First Community as the surviving corporation in the Merger.
Immediately following the Merger, Surrey Bank & Trust, a wholly-owned subsidiary of Surrey, merged with and into First Community Bank, a wholly-owned subsidiary of First Community (the “Bank Merger”), with First Community Bank as the surviving bank in the Bank Merger.
Under the terms of the Agreement, each outstanding share of common stock of Surrey was converted into the right to receive 0.7159 shares of First Community common stock, par value $1.00 per share.
There were no material relationships, other than in respect of the Merger, between First Community and Surrey, its directors or officers or any of its affiliates.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 2.1 to First Community’s Current Report on Form 8-K filed on November 18, 2022 and incorporated herein by reference.
Item 8.01 Other Events
On April 24, 2023, First Community issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission (“SEC”) and shall not be deemed “filed” for any purpose.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of business acquired.
Not required.
(b) Pro forma financial information.
No pro forma financial information is required to be filed for the acquisition of Surrey.
(c) None
(d) Exhibits
104 Cover-Page Interactive Data File (embedded within the Inline XBRL document)
*Listed disclosure schedules have been omitted pursuant to Regulation S-K item 601(b)(2). First Community agrees to furnish a supplemental copy of such schedules upon request of the SEC.
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.
| | FIRST COMMUNITY BANKSHARES, INC. |
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| Date: | April 24, 2023 | | By: | /s/ David D. Brown |
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| | | David D. Brown |
| | | Chief Financial Officer |
