Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - VIRGINIA COMMERCE BANCORP INC | d476905dex991.htm |
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): January 30, 2013
Virginia Commerce Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 000-28635 | 54-1964895 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5350 Lee Highway, Arlington, Virginia 22207
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 703.534.0700
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | 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 8.01 | Other Events |
On January 30, 2013, Virginia Commerce Bancorp, Inc. (the “Company”) announced its entry into an agreement and plan of reorganization (the “Reorganization Agreement”) by and between the Company and United Bankshares, Inc. (“United”), providing for the merger of the Company with and into United, with United as the surviving company (the “Merger”). The Company and United issued a press release in connection with the announcement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the Merger, United will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement of the Company and a proxy statement and prospectus of United, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the registration statement and the joint proxy statement/prospectus regarding the Merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about the Company and United at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from the Company by accessing the Company’s website at www.vcbonline.com under the tab “About VCB,” then under the heading “Investor Relations.” You will also be able to obtain these documents, free of charge, from United’s website at www.ubsi-inc.com under the tab “Investor Relations.”
United, the Company and their respective directors, executive officers, and certain other members of management and employees of United, the Company and their respective subsidiaries may be deemed to be participants in the solicitation of proxies from shareholders of the Company in connection with the Merger. Information about the directors and executive officers of United is set forth in United’s proxy statement filed with the SEC on April 4, 2012. Information about the directors and executive officers of the Company is set forth in the Company’s proxy statement filed with the SEC on March 14, 2012. Additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of business acquired. Not applicable. |
| (b) | Pro forma financial information. Not applicable. |
| (c) | Shell company transactions. Not applicable. |
| (d) | Exhibits. |
| 99.1 | Press Release dated January 30, 2013 |
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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.
| VIRGINIA COMMERCE BANCORP, INC. | ||
| By: | /s/ Mark S. Merrill | |
| Mark S. Merrill, Executive Vice President and Chief Financial Officer | ||
Date: January 30, 2013
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Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press Release dated January 30, 2013 | |
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