================================================================================
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): August 17, 2006
INTERVEST BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 000-23377 13-3699013
- ----------------------------- ------------------- ----------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1 Rockefeller Plaza, Suite 400 New York, New York 10020-2002
------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (212) 218-2800
--------------
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))
================================================================================
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 17, 2006, the Board of Directors of Intervest Bancshares Corporation
(the "Company") approved a one year extension of the employment agreements of
the following officers of Intervest National Bank, its wholly-owned subsidiary,
such renewal term to commence on January 1, 2007, and such extension to be upon
the same terms and conditions as set forth in the existing agreements, provided
that the annual base salaries would be increased to the following amounts, such
salary increases to likewise be effective as of January 1, 2007: Keith A. Olsen,
President, Florida Division - $275,000; Raymond Sullivan, President, New York
Division - $195,000; and John J. Arvonio, Chief Financial Officer - $195,000.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On August 17, 2006, Lowell S. Dansker, age 55, was elected Chairman of the Board
and Chief Executive Officer of the Company and John J. Arvonio, age 43, was
elected Chief Financial Officer. Mr. Dansker previously served as Vice Chairman
of the Board since October 2003 and as President and Treasurer since 1993. He
will continue to serve as President of the Company. Mr. Arvonio has served as
Senior Vice President, Chief Financial Officer and Secretary of Intervest
National Bank, a wholly-owned subsidiary of the Company, since September 2000
and he will continue to serve in those capacities.
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
As a result of the recent death of Jerome Dansker, the Company's former Chairman
and Chief Executive Officer, the Company and its wholly-owned subsidiary,
Intervest Mortgage Corporation, will be required to make payments to the estate
of Mr. Dansker pursuant to the terms and conditions of his employment
agreements. Those payments, which will be in the aggregate amount of
approximately $1.9 million, will be made in the third fiscal quarter of the
Company and will be reflected in the results of operations of the Company for
that quarter. The Company also intends to issue up to $10 million principal
amount of its Trust Preferred Securities in the third quarter of this year, the
proceeds of which, together with $5 million of available cash, will be applied
to the retirement of $15.0 million principal amount of outstanding Trust
Preferred Securities. The issuance remains subject to the execution of
definitive agreements and the approval of the Federal Reserve. The Trust
Preferred Securities will not be registered under the Securities Act, and may
not be resold in the United States absent registration or an exemption from
registration. The Company expects to achieve a significant reduction in the
interest rates on its outstanding Trust Preferred Securities in connection with
the new issuance. If the issuance proceeds, the Company also expects to record
accelerated recognition of deferred amortization costs associated with the
original Trust Preferred Securities issuance of approximately $400,000 in its
third fiscal quarter.
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 thereunto duly authorized.
INTERVEST BANCSHARES CORPORATION
Date: August 22, 2006 By: /s/ Lowell S. Dansker
----------------------------------
Lowell S. Dansker, Chairman, President
and Chief Executive Officer
(Principal Executive Officer)