-----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, SYWrARfr2piDEkfTT4Kz3wQmFzLaQP2KQOHU8aAaANPRUCrNNc7kIuJ8JiJ4pp/Y W1EVnjSnDQhpWNBHt46z6A== 0001002105-09-000170.txt : 20090421 0001002105-09-000170.hdr.sgml : 20090421 20090421170902 ACCESSION NUMBER: 0001002105-09-000170 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090421 DATE AS OF CHANGE: 20090421 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN VIRGINIA BANKSHARES INC CENTRAL INDEX KEY: 0001047170 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541866052 STATE OF INCORPORATION: VA FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23565 FILM NUMBER: 09762158 BUSINESS ADDRESS: STREET 1: P O BOX 1455 STREET 2: 330 HOSPITAL ROAD CITY: TAPPAHANNOCK STATE: VA ZIP: 22560 BUSINESS PHONE: 8044438400 MAIL ADDRESS: STREET 1: P O BOX 1455 STREET 2: 330 HOSPITAL ROAD CITY: TAPPAHANNOCK STATE: VA ZIP: 22560 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN VIRGINIA BANKSHARES INC CENTRAL INDEX KEY: 0001047170 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541866052 STATE OF INCORPORATION: VA FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: P O BOX 1455 STREET 2: 330 HOSPITAL ROAD CITY: TAPPAHANNOCK STATE: VA ZIP: 22560 BUSINESS PHONE: 8044438400 MAIL ADDRESS: STREET 1: P O BOX 1455 STREET 2: 330 HOSPITAL ROAD CITY: TAPPAHANNOCK STATE: VA ZIP: 22560 425 1 f8kevb042109.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) April 21, 2009

 

 

EASTERN VIRGINIA BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

VIRGINIA

0-23565

54-1866052

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer Identification No.)

of incorporation)

 

 

 

 

 

330 Hospital Road, Tappahannock, Virginia

22560

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code

(804) 443-8423

                

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 13e4(c ) under the Exchange Act

17 CFR 240.13e-4(c))

 


Item 8.01.    Other Events.

 

On April 21, 2009, Eastern Virginia Bankshares, Inc. (the “Company”), issued a press release announcing a dividend of $0.05 per share payable May 15, 2009 to holders of record as of May 1, 2009. This is a decrease from the prior quarter’s dividend of $0.16 per share and reflects the Board’s desire to maintain the Company’s strong capital position.

 

A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 8.01.

 

Important Merger Information

 

The Company will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of its common stock to be issued in connection with the proposed merger with First Capital Bancorp, Inc., which was announced on April 3, 2009. The registration statement will include a joint proxy statement/prospectus that will be sent to the Company’s shareholders seeking their approval of the proposed merger. The joint proxy statement/prospectus will contain important information about the Company and the merger and about the persons soliciting proxies from shareholders in the merger, including the officers and directors of the Company and their interests in the merger. Additional information about the Company’s directors and executive officers is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and definitive proxy statement for its 2009 annual meeting of shareholders, which were filed with the Securities and Exchange Commission and are available on the Company’s website at www.evb.org and at the Company’s address provided below.

 

The Company urges its shareholders and other investors to read the registration statement on Form S-4 and the joint proxy statement/prospectus included in the registration statement on Form S-4, and any other relevant documents to be filed with the SEC in connection with the proposed transaction, because they will contain important information about the Company and the proposed transaction.

 

Shareholders and investors may obtain free copies of the joint proxy statement/prospectus and other documents related to the merger, once they are filed with the SEC, through the SEC’s website at www.sec.gov. Free copies of the proxy statement/prospectus and other relevant documents also may be obtained by directing a request by telephone or mail to the following:

 

Eastern Virginia Bankshares, Inc.

330 Hospital Road

Tappahannock, VA 22560

Attention: Cheryl Wood

Telephone Number: (804) 443-8422

 

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(d)

Exhibits.

 

 

Exhibit No.

Description

 

 

99.1

Press release issued by the Registrant dated April 21, 2009.

 


 

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.

 

 

Date:   April 21, 2009

EASTERN VIRGINIA BANKSHARES, INC.

 

 

 

 

 

 

 

By:

/s/ Ronald L. Blevins

 

 

Ronald L. Blevins

 

 

Chief Financial Officer

 

 


EXHIBIT INDEX

 

 

Exhibit No.

Description

 

 

99.1

Press release issued by the Registrant dated April 21, 2009.

 

 

 

 

EX-99 2 ex99.htm EXHIBIT 99.1

Exhibit 99.1

 

Eastern Virginia Bankshares


 

NEWS RELEASE

EASTERN VIRGINIA BANKSHARES, INC.

 

Eastern Virginia Bankshares

 

Contact: Ron Blevins

330 Hospital Road

 

Chief Financial Officer

Tappahannock, VA 22560

 

Voice:

804/443-8423

 

 

Fax:

804/445-1047

April 21, 2009

 

 

 

For Immediate Release

 

 

 

 

EASTERN VIRGINIA BANKSHARES, INC. DECLARES CASH DIVIDEND

 

Tappahannock, Va., April 21, 2009— Eastern Virginia Bankshares, Inc. (NASDAQ: EVBS) The Board of Directors of Eastern Virginia Bankshares, at its April board meeting, declared a regular quarterly dividend of $.05 per share. The dividend, payable May 15, 2009, to holders of the Corporation’s common stock of record as of

May 1, 2009, represents 50% of earnings per share for the first quarter of 2009.

 

Joe Shearin, President and CEO, stated, “The Board of Eastern Virginia Bankshares deliberated over the reduction of its quarterly dividend, as it is empathetic to the needs of many of our stockholders who depend on their quarterly dividend check. While this was clearly a difficult decision in terms of immediate stockholder impact, from a long-term perspective, it was a painful, but prudent, step to take for the preservation of stockholders’ investment. EVBS continues to be well capitalized. The decision to reduce the dividend ensures that we retain our strong capital position as well as better positions us to face the many challenges related to economic uncertainties.”

 

Eastern Virginia Bankshares, the parent company for EVB, operates 25 retail branches located in the counties of Caroline, Essex, Gloucester, Hanover, Henrico, King William, Lancaster, Middlesex, New Kent, Northumberland, Southampton, Surry and Sussex and the City of Colonial Heights. The Company’s stock trades on the NASDAQ Global Market System under the symbol EVBS.

 

Forward-Looking Statements

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import. Such forward-looking statements involve known and unknown risks including, but not limited to:

 

 

Interest rate fluctuations and our ability to successfully manage that risk

 

Changes in general economic and business conditions

 

Funding cost in an increasingly competitive environment

 

Risk inherent in making loans such as repayment risks and fluctuating collateral values

 

Risk inherent in the investment portfolio comprising approximately 14.9% of the Company’s total assets

 

Competition within and from outside the banking industry

 

Maintaining capital levels adequate to support our growth

 

The ability to successfully manage our growth or implement our growth strategies if we are unable to identify attractive

 


markets, locations or opportunities to expand in the future

 

Reliance on our management team, including our ability to attract and retain key personnel

 

New products and services in the banking industry

 

Problems with technology utilized by the Company

 

Changing trends in customer profiles

 

Integration of newly acquired branches or businesses, including maintaining cost controls and asset quality

 

Changes in laws and regulations applicable to the Company

 

Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

 

 

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