Current Report Filing (8-k)
14 December 2016 - 1:12AM
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 (date of earliest event reported): December 7, 2016
Xenith Bankshares, Inc.
(Exact name of registrant as specified in its charter)
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Virginia
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001-32968
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54-2053718
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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One James Center, 901 E. Cary Street, Suite 1700
Richmond, Virginia
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23219
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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: (804) 433-2200
(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 registrants under any of the
following provisions (
see
General Instruction A.2. below):
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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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On December 7, 2016, Xenith Bankshares, Inc. (the
Company) issued a press release announcing a reverse stock split of the Companys outstanding shares of common stock at a ratio of 1-for-10 (the Reverse Stock Split). A copy of the press release announcing the Reverse
Stock Split is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Reverse Stock Split
was effective at 9:00 a.m. Eastern Time on Tuesday, December 13, 2016 (the Effective Time). At the Effective Time, every 10 issued and outstanding shares of the Companys common stock were reclassified and converted into one
validly issued, fully paid and non-assessable share of common stock. No fractional shares were issued as a result of the Reverse Stock Split. Rather, shareholders of fractional shares of the Companys common stock will receive a cash payment at
a price equal to the closing price of the Companys common stock as of the Effective Time.
As previously reported, at the
Companys annual meeting of shareholders on November 21, 2016, the Companys shareholders approved an amendment to the Companys articles of incorporation to effect the Reverse Stock Split (the Articles of Amendment).
A copy of the Articles of Amendment, as filed with the Virginia State Corporation Commission, is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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3.1
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Articles of Amendment to the Articles of Incorporation effecting the Reverse Stock Split.
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99.1
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Press release issued on December 7, 2016 announcing the Reverse Stock Split.
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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 hereunto duly authorized.
Date: December 13, 2016
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XENITH BANKSHARES, INC.
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By:
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/s/ Thomas W. Osgood
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Name:
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Thomas W. Osgood
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Title:
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Articles of Amendment to the Articles of Incorporation effecting the Reverse Stock Split.
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99.1
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Press release issued on December 7, 2016 announcing the Reverse Stock Split.
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