8-K

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): March 15, 2017

BAY BANKS OF VIRGINIA, INC.

(Exact Name of Registrant as Specified in Charter)

Virginia	0-22955	54-1838100
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 S. Main Street, Kilmarnock, Virginia 22482

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (804) 435-1171

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):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ 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 5.07 Submission of Matters to a Vote of Security Holders.

Bay Banks of Virginia, Inc. (the “Company”) held a Special Meeting of Shareholders on March 15, 2017 (the “Special Meeting”). At the Special Meeting the following matters were submitted to a vote of the Company’s shareholders (i) a proposal to approve the Agreement and Plan of Merger, dated November 12, 2016, by and between Virginia BanCorp Inc. (“Virginia BanCorp”) and the Company, pursuant to which Virginia BanCorp will merge with and into the Company; (ii) a proposal to amend the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from 10 million shares to 30 million shares; and (iii) a proposal to adjourn the meeting to a later date, if necessary, to solicit additional proxies to approve Proposals 1 or 2.

The voting results for each proposal are as follows:

1. To approve the Agreement and Plan of Merger, dated November 2, 2016, by and between the Company and Virginia BanCorp, pursuant to which Virginia BanCorp will merge with and into the Company.

				Broker
	For	Against	Abstentions	Non-Votes
	3,485,004	71,009	14,986	-
% of shares voted	84.69%	1.73%	0.36%	-
% of shares outstanding	72.99%	1.49%	0.31%	-

2. A proposal to amend the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from 10 million shares to 30 million shares.

				Broker
	For	Against	Abstentions	Non-Votes
	3,948,592	117,697	48,832	-
% of shares voted	95.95%	2.86%	1.19%	-
% of shares outstanding	82.70%	2.46%	1.02%	-

3. Each of the proposals received the necessary votes to be approved and therefore, no adjournment of the Special Meeting was required to solicit additional votes.

Item 8.01 Other Events

On March 17, 2017, the Company and Virginia BanCorp issued a joint press release announcing the results of the Special Meeting and Virginia BanCorp’s special meeting, also held March 15, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 2

Additional Information about the Merger and Where to Find It

This information presented herein does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed merger, the Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 with respect to the offering of the Company’s common stock as the merger consideration under the Securities Act of 1933, as amended, which includes a joint proxy statement of the Company and Virginia BanCorp and a prospectus of the Company. The registration statement has been declared effective by the SEC, and the definitive joint proxy statement/prospectus was mailed to stockholders of the Company and Virginia BanCorp on or about February 7, 2017. Investors and security holders are urged to read the registration statement and joint proxy statement/prospectus and other relevant documents because they contain important information about the merger.

Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Security holders of the Company may also obtain free copies of these documents by directing a request by telephone or mail to Bay Banks of Virginia, Inc., P.O. Box 1869, 100 South Main Street, Kilmarnock, Virginia 22482; 800-435-1140; or by accessing these documents at the Company’s website: www.baybanks.com. Security holders of Virginia BanCorp may also obtain free copies of these documents by directing a request by telephone or mail to Virginia BanCorp Inc., P.O. Box 1777, 1965 Wakefield Street, Petersburg, Virginia 23805; 800-297-4040; or by accessing these documents at Virginia BanCorp’s website: www.vacommbank.com. The information on the Company’s and Virginia BanCorp’s websites is not, and shall not be deemed to be, a part of this report or incorporated into other filings made with the SEC.

The Company, Virginia BanCorp and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company and Virginia BanCorp in connection with the merger. Information about the directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the definitive proxy statement for the Company’s 2016 annual meeting of shareholders, as previously filed with the SEC on April 8, 2016. Information about the directors and executive officers of Virginia BanCorp and their ownership of Virginia BanCorp common stock may be obtained by reading the joint proxy statement/prospectus regarding the merger. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus regarding the merger.

 3

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is filed herewith:

Exhibit No.	Description of Exhibit
99.1	Press Release dated March 17, 2017

 4

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.

	BAY BANKS OF VIRGINIA, INC.
	By:	/s/ Deborah M. Evans
	Deborah M. Evans
	Chief Financial Officer
March 17, 2017

 5

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release dated March 17, 2017

EX-99.1

Shareholders Approve Bay Banks of Virginia, Inc. Merger With Virginia BanCorp, Inc.

Merger of equals to create powerful community bank for Central Virginia

RICHMOND, Va., March 17, 2017 /PRNewswire/ -- Bay Banks of Virginia, Inc. (OTCQB: BAYK) ("Bay Banks"), the holding company for Bank of Lancaster, and Virginia BanCorp Inc. ("Virginia BanCorp"), the holding company for Virginia Commonwealth Bank, today jointly announced that the shareholders of both companies voted yesterday in separate meetings to approve their agreement to merge. Following the merger, these two historic community banks in Central Virginia will operate as a single entity under the Virginia Commonwealth Bank brand. The parties plan to officially merge the holding companies and banks in early April, with combined assets expected to be more than $800 million.

"The shareholders of Bay Banks overwhelmingly agreed with those of Virginia BanCorp in the vision of a merger of equals," explains Randal R. Greene, President and Chief Executive Officer of Bay Banks of Virginia. "We will witness two locally owned community banks, each with more than 80 years of service to their communities, unite to serve our customers with new services and even greater financial strength."

"Our shareholders are enthusiastic about adding new capabilities and services to current and new Central Virginia customers," says C. Frank Scott, III, President and Chief Executive Officer of Virginia BanCorp. "It is important to note that we will continue to be locally owned and focused on Richmond and our Central Virginia customers. We will build on each bank's reputation and provide new services within business banking, residential and commercial mortgages, and wealth management." The combined bank will locate its new corporate office to Richmond.

Virginia BanCorp shareholders will receive 4,586,397 shares of Bay Banks' stock, which is approximately 49% of the total shares outstanding, for a total deal value of $40.1 million, based on the price of Bay Banks' stock on March 16, 2017. Current Bay Banks shareholders will maintain approximately 51% interest in the newly merged entity.

Regulatory approvals for the merger have been received from the Virginia State Corporation Commission and the Federal Reserve.

Bank of Lancaster, based in Kilmarnock, operates 11 branches in the Northern Neck and in Richmond. Virginia Commonwealth Bank operates eight branches from Petersburg to Suffolk, including Richmond. Bank of Lancaster branches will maintain their identity until banking systems are consolidated in the fourth quarter of this year. "We are committed to making the transition as seamless as possible for our customers and employees," Greene concludes.

Caution Regarding Forward-Looking Statements

This information presented herein contains forward-looking statements. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the proposed merger between the Company and Virginia BanCorp, (ii) the Company's and Virginia BanCorp's plans, obligations, expectations and intentions and (iii) other statements presented herein that are not historical facts. Words such as "anticipates," "believes," "intends," "should," "expects," "will," and variations of similar expressions are intended to identify forward-looking statements. These statements are based on the beliefs of the respective managements of the Company and Virginia BanCorp as to the expected outcome of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, and degree of occurrence. Results and outcomes may differ materially from what may be expressed or forecasted in forward-looking statements. Factors that could cause results and outcomes to differ materially include, among others, the ability to meet closing conditions to the transaction; the ability to complete the merger as expected and within the expected timeframe; disruptions to customer and employee relationships and business operations caused by the merger; the ability to implement integration plans associated with the transaction, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected timeframe, or at all; changes in local and national economies, or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including real estate values and collateral values; deposit flow; the impact of competition from traditional or new sources; and the other factors detailed in the Company's publicly filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2015. The Company and Virginia BanCorp assume no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this report.

Contact:
Randal R. Greene, President and Chief Executive Officer, at 800-435-1140 or inquiries@baybanks.com