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 22, 2012

 

 

FIRST CAPITAL BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Virginia   001-33543   11-3782033

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

4222 Cox Road

Glen Allen, VA

  23060
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (804) 273-1160

Not Applicable

(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:

 

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

1. Effective August 22, 2012, Martin L. Brill was elected as a director of the registrant and its wholly-owed subsidiary, First Capital Bank (the “Bank”). Mr. Brill was elected as a Class I director. The current term of the Class I directors expires at the registrant’s 2014 annual meeting of stockholders.

There is no arrangement or understanding between Mr. Brill and any other person pursuant to which Mr. Brill was elected as a director of the registrant. Furthermore, there are no existing transactions between Mr. Brill and the registrant or any material plan, contract or arrangement between Mr. Brill, in his capacity as a director, and the registrant to be disclosed.

2. Effective August 22, 2012, Robert G. Whitten was elected as a director of the registrant and its wholly-owed subsidiary, First Capital Bank (the “Bank”). Mr. Whitten was elected as a Class II director. The current term of the Class II directors expires at the registrant’s 2013 annual meeting of stockholders.

There is no arrangement or understanding between Mr. Whitten and any other person pursuant to which Mr. Whitten was elected as a director of the registrant. Furthermore, there are no existing transactions between Mr. Whitten and the registrant or any material plan, contract or arrangement between Mr. Whitten, in his capacity as a director, and the registrant to be disclosed.

3. Effective August 22, 2012, Neil P. Amin was elected as a director of the registrant and its wholly-owed subsidiary, First Capital Bank (the “Bank”). Mr. Amin was elected as a Class III director. The current term of the Class III directors expires at the registrant’s 2015 annual meeting of stockholders.

There is no arrangement or understanding between Mr. Amin and any other person pursuant to which Mr. Amin was elected as a director of the registrant. Furthermore, there are no existing transactions between Mr. Amin and the registrant or any material plan, contract or arrangement between Mr. Amin, in his capacity as a director, and the registrant to be disclosed, except that the registrant has made loans to one or more borrowers with which Mr. Amin is affiliated, and some of those loans have been personally guaranteed by Mr. Amin. All such loans were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the registrant, and did not involve more than the normal risk of collectability or present other unfavorable features.

All of the foregoing directors will be voted on at the registrant’s 2013 Annual Meeting of Stockholders.


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 CAPITAL BANCORP, INC.
August 25, 2012     By:  

/s/ John M. Presley

      John M. Presley
      Chief Executive Officer and Managing Director