Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - CARDINAL FINANCIAL CORP | a13-20405_1ex99d1.htm |
| EX-99.2 - EX-99.2 - CARDINAL FINANCIAL CORP | a13-20405_1ex99d2.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): September 9, 2013
CARDINAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia |
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0-24557 |
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54-1874630 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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8270 Greensboro Drive, Suite 500 |
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McLean, Virginia |
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22102 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (703) 584-3400
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:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On September 9, 2013, Cardinal Financial Corporation (“Cardinal”) announced that it has entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with United Financial Banking Companies, Inc. (“United”) pursuant to which Cardinal will acquire United in a merger transaction (the “Merger”). On September 9, 2013, Cardinal released a presentation related to the Merger. A copy of the presentation is attached hereto as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for any purpose.
Item 8.01. Other Events.
On September 9, 2013, Cardinal issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Presentation, dated September 9, 2013. |
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99.2 |
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Press release, dated September 9, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CARDINAL FINANCIAL CORPORATION | |
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(Registrant) | |
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Date: September 9, 2013 |
By: |
/s/ Mark A. Wendel |
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Mark A. Wendel |
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Executive Vice President and |
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Chief Financial Officer |