-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M/v9qzrDp6WKEF8VRLyUTBAp5+XbKivjFrdU5Y+ETLoNvK0fca4m5i6aDT//lxAw 5OQEUjXa2Syk+HG/l9PMog== 0000950168-03-000623.txt : 20030306 0000950168-03-000623.hdr.sgml : 20030306 20030306121702 ACCESSION NUMBER: 0000950168-03-000623 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030305 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL BANKSHARES CORP CENTRAL INDEX KEY: 0001022759 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541804471 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28780 FILM NUMBER: 03594217 BUSINESS ADDRESS: STREET 1: P O BOX 215 CITY: FLOYD STATE: VA ZIP: 24091 BUSINESS PHONE: 5407454191 8-K 1 d8k.htm CURRENT REPORT Current Report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 5, 2003

 

CARDINAL BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

VIRGINIA

  

000-28780

  

541804471

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

P.O. BOX 215

Floyd, Virginia

  

24091

(Address of principal executive offices)

  

(Zip Code)

 

Registrant’s telephone number, including area code: (540) 745-4191

 

Item 5. Other Events.

 

On March 5, 2003, Registrant announced that its Board of Directors approved termination of the Agreement and Plan of Reorganization and Merger with MountainBank Financial Corporation (the “Agreement”) as a result of the failure of Registrant’s shareholders to ratify and approve the Agreement and the merger at their special meeting held on February 26, 2003. The announcement is described in more detail in the press release dated March 5, 2003 filed as Exhibit 99 to this Form 8-K and incorporated by reference.

 

Item 7. Financial Statements and Exhibits.

 

(c)        Exhibits:    The following exhibit is being filed with this Report

 

Exhibit No.

   

Exhibit Description

      99

   

Copy of press release dated March 5, 2003

 

2

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

       

CARDINAL BANKSHARES CORPORATION

Date: March 6, 2003

      

/s/ Leon Moore        

           

Leon Moore, Chairman, President and CEO

 

3

EX-99 3 dex99.htm PRESS RELEASE Press Release

EXHIBIT 99

 

 

News Release

 

Date:   Wednesday, March 5, 2003

 

Contact:   Leon Moore, Chairman, President and CEO

Cardinal Bankshares Corporation (540) 745-4191

 

Release Date:   For Immediate Release

 

Cardinal Bankshares Corporation Announces Termination of Merger With

MountainBank Financial Corporation

 

March 05, 2003 09:07:00 AM ET FLOYD, Va., March 5 /PRNewswire-FirstCall/ — Cardinal Bankshares Corporation (OTC Bulletin Board: CDBK) (parent company of Bank of Floyd) announced today that its Board of Directors has approved termination of the Agreement and Plan of Reorganization and Merger (“Agreement”) with MountainBank Financial Corporation MBFC as a result of the failure of Cardinal shareholders to ratify and approve the Agreement and the merger at their special meeting on February 26, 2003. Cardinal’s President, Chief Executive Officer and Chairman of the Board, Mr. Leon Moore, stated that notice of the Cardinal Board’s action has been sent to MountainBank as required by the Agreement to effectuate termination. Mr. Moore noted that, although the Board had actively encouraged approval of the merger, Cardinal’s shareholders, by their voting, had spoken strongly against the merger and the Board felt it would be futile to proceed further. Mr. Moore thanked the management of MountainBank, particularly MountainBank’s President and Chief Executive Officer, Mr. J. W. Davis, for the time and effort spent in attempting to consummate the affiliation of the two organizations. Moore stated, “Mountain Bank is a growing, progressive organization and under Mr. Davis’ leadership will be a strong competitor in the future.”

 

© 2003 PRNewswire

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