Virginia Financial Group Inc - Current report filing (8-K)
24 October 2007 - 6:39AM
Edgar (US Regulatory)
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: October 23, 2007
(Date of earliest event reported)
V
IRGINIA
F
INANCIAL
G
ROUP
, I
NC
.
(Exact
name of registrant as specified in its charter)
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V
IRGINIA
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000-22283
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54-1829288
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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102 S
OUTH
M
AIN
S
TREET
, C
ULPEPER
, V
IRGINIA
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22701
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (540) 829-1633
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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Item 2.02.
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Results of Operations and Financial Condition
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On
October 23, 2007, Virginia Financial Group, Inc. (VFG) issued a press release regarding its results of operations and financial condition for the quarter and nine months ended September 30, 2007. The text of the press release
is included as Exhibit 99.1 to this report.
See attached press release, as
Exhibit 99.1.
Additional Information About the VFG - FNB Transaction
In connection with the proposed merger between VFG and FNB Corporation (FNB), VFG filed with the Securities and Exchange Commission (the
SEC) a registration statement on Form S-4 to register the shares of VFG common stock to be issued to the shareholders of FNB in the transaction. The registration statement included a preliminary joint proxy statement/prospectus, the
definitive version of which will be mailed to the shareholders of VFG and FNB seeking their approval of the merger. In addition, each of VFG and FNB may file other relevant documents concerning the proposed merger with the SEC.
INVESTORS AND SECURITY HOLDERS OF FNB AND VFG ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VFG, FNB AND THE PROPOSED TRANSACTION. Investors and security holders
may obtain free copies of these documents (when available) through the website maintained by the SEC at
http://www.sec.gov
. Free copies of the joint proxy statement/prospectus (when available) also may be obtained by directing a request by
telephone or mail to Virginia Financial Group, Inc., 1807 Seminole Trail, Suite 104, Charlottesville, Virginia 22901, Attention: Investor Relations (telephone: (434) 964-2217) or FNB Corporation, 105 Arbor Drive, P.O. Box 600, Christiansburg,
Virginia 24068, Attention: Investor Relations (telephone: (540) 382-6042) or by accessing VFGs website at
http://www.vfgi.net
under SEC Filings and Other Documents or FNBs website at
http://www.fnbonline.com
under Investor Relations/SEC Filings. The information on VFGs and FNBs websites is not, and shall not be deemed to be, a part of this report or incorporated into other filings either company
makes with the SEC.
VFG and FNB and certain of their respective directors and executive officers are participants in the solicitation of
proxies from the shareholders of VFG and/or FNB in connection with the merger. Information about the directors and executive officers of VFG is set forth in the proxy statement for VFGs 2007 annual meeting of shareholders filed with the SEC on
March 28, 2007. Information about the directors and executive officers of FNB is set forth in the proxy statement for FNBs 2007 annual meeting of shareholders filed with the SEC on March 30, 2007. Additional information regarding
these participants in the proxy solicitation and their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become
available.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit No.
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Description
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99.1
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Virginia Financial Group, Inc. press release dated October 23, 2007.
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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.
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Virginia Financial Group, Inc.
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By:
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/s/ Jeffrey W. Farrar
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Jeffrey W. Farrar
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Executive Vice President and
Chief Financial Officer
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Date: October 23, 2007
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Virginia Financial Group, Inc. press release dated October 23, 2007.
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