0001008579-19-000012.txt : 20190430 0001008579-19-000012.hdr.sgml : 20190430 20190430170841 ACCESSION NUMBER: 0001008579-19-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190426 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20190430 DATE AS OF CHANGE: 20190430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGHLANDS BANKSHARES INC /VA/ CENTRAL INDEX KEY: 0001008579 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27622 FILM NUMBER: 19783000 BUSINESS ADDRESS: STREET 1: 340 W MAIN ST STREET 2: C/O HIGHLANDS UNION BANK CITY: ABINGDON STATE: VA ZIP: 24210 MAIL ADDRESS: STREET 1: 340 WEST MAIN STREET STREET 2: C/O HIGHLANDS UNION BANK CITY: ABINGDON STATE: VA ZIP: 24210 8-K 1 a8-kschoolsresignation.htm 8-K Document


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): April 26, 2019
HIGHLANDS BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Virginia
 
000-27622
 
54-1796693
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

340 West Main Street
Abingdon, Virginia 24210-1128
(Address of principal executive offices, including zip code)

(276) 628-9181
(Registrant’s telephone number, including area code)

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:
o    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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company o    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None





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


On April 26, 2019, Timothy K. Schools announced his resignation as President and Chief Executive Officer of Highlands Bankshares, Inc. (the “Company”) and as President and Chief Executive Officer of Highlands Union Bank (the “Bank”), the Company’s wholly-owned subsidiary. Mr. Schools will assist with the management transition until May 10, 2019. Mr. Schools also resigned from his director positions on the boards of the Company and the Bank, effective immediately. Mr. Schools is resigning to pursue another opportunity.  
 
The boards of the Company and the Bank have appointed Bryan T. Booher as Interim President and Interim Chief Executive Officer of the Company and the Bank, subject to regulatory approval. Additional information regarding Mr. Booher is included in the Company’s proxy statement for the Company’s 2019 annual meeting of shareholders, filed with the SEC on April 10, 2019, and incorporated by reference herein.

The boards of the Company and the Bank will initiate a search process to identify a permanent chief executive officer.







SIGNATURE

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.


Date:
April 30, 2019
HIGHLANDS BANKSHARES, INC.
 
 
 
 
 
 
By:
/s/ John H. Gray
 
 
 
John H. Gray
 
 
 
Chief Financial Officer