0001008579-19-000023.txt : 20190806 0001008579-19-000023.hdr.sgml : 20190806 20190806164605 ACCESSION NUMBER: 0001008579-19-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190801 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20190806 DATE AS OF CHANGE: 20190806 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: 191002763 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-krosinus.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): August 6, 2019 (August 1, 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 August 1, 2019, Edward M. Rosinus resigned as a director of Highlands Bankshares, Inc. (the “Company”) and Highlands Union Bank (the “Bank”). Edward M. Rosinus was appointed as a director pursuant to the Securities Purchase Agreement (the “Agreement”) dated as of April 14, 2014 by and among the Company and TNH Financials Fund, L.P. (the “Investor”). Edward M. Rosinus’s resignation is not due to a disagreement with the Company’s Board of Directors or management or on any matter relating to the Company’s operations, policies or procedures.

Pursuant to the Agreement, the Investor designated Michael F. Rosinus as the replacement director of the Company and the Bank and, on August 1, 2019, the Company’s and the Bank’s Board of Directors appointed Michael F. Rosinus as a director of the Company and the Bank. Also pursuant to the Agreement, Michael F. Rosinus will enter into the Company’s standard Director Indemnification Agreement, which has been previously filed.

The Company expects that Michael F. Rosinus will be appointed to the Risk Committee and the Nominating & Corporate Governance Committee. Michael F. Rosinus will not receive compensation for his service as a director pursuant to the Agreement. Michael F. Rosinus is not a party to any transaction that would be required to be disclosed under Section 404(a) of Regulation S-K.






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:
August 6, 2019
HIGHLANDS BANKSHARES, INC.
 
 
 
 
 
 
By:
/s/ John H. Gray
 
 
 
John H. Gray
 
 
 
Chief Financial Officer