425

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 8, 2009

FIRST CAPITAL BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Virginia	001-33543	11-3782033
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4222 Cox Road, Suite 200 Glen Allen, VA	23060
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (804) 273-1160

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:

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 8.01 Other Events

First Capital Bancorp, Inc. disclosed today that pro forma asset quality and capital information is being added to the investor presentation relating to its proposed merger with Eastern Virginia Bankshares, Inc. A copy of the investor presentation with the additional information is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Designation of Exhibit
99.1	Investor presentation dated April 8, 2009

2

SIGNATURE

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, thereunto duly authorized.

	FIRST CAPITAL BANCORP, INC.
Date: April 8, 2009	By:	/s/ John M. Presley
		John M. Presley
		Chief Executive Officer and Managing Director

3

INDEX TO EXHIBITS

Exhibit
99.1	Investor presentation dated April 8, 2009

4

EX-99.1

A Strategic Alliance

Building Virginia’s Next Great Community Bank

Exhibit 99.1

2

Forward Looking Statements

Forward Looking Statements

The discussions

included in this presentation contain “forward-looking statements”

within the meaning of

the federal securities laws. These statements may be identified by use of words such as “may”, “could”,

“expect”,

“believe”,

“anticipate”,

“intend”,

“plan”

or

variations

thereof.

These

forward-looking

statements

may

contain

information

related

to

matters

such

as

Eastern

Virginia

Bankshares’

intent,

belief,

or

expectation

with

respect

to

matters

such

as

financial

performance.

Such

statements

are

necessarily

based

on

assumptions

and

estimates

and

are

inherently

subject

to

a

variety

of

risks

and

uncertainties

concerning

the

company’s

operations

and

business

environment,

which

are

difficult

to

predict

and

beyond

the

control

of

the

company.

Such

risks

and

uncertainties

could

cause

Eastern

Virginia

Bankshares’

actual

results

to

differ

materially

from

those

matters

expressed

or

implied

in

such

forward-

looking

statements.

For

an

explanation

of

certain

risks

and

uncertainties

associated

with

forward-

looking

statements,

please

refer

to

Eastern

Virginia

Bankshares’

recently

filed

Registration

Statement

on

Form S-3 as amended, Annual Report on Form 10-K and other SEC filings.

3

Important Merger Information

Important Merger Information

Eastern Virginia 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 to the shareholders of First Capital in connection with the proposed transaction. The registration statement will include a joint

proxy

statement/prospectus

that

will

be

sent

to

the

shareholders

of

Eastern

Virginia

and

First

Capital

seeking

their

approval

of

the

proposed

merger. The joint proxy statement/prospectus will contain important information about Eastern Virginia, First Capital, and the merger and about the

persons soliciting proxies from shareholders in the merger, including the officers and directors of Eastern Virginia and First Capital, and their interests

in the merger, such as their stock ownership in First Capital.

Additional information about First Capital’s directors and executive officers is included in First Capital’s Annual Report on Form 10-K for the year

ended

December

31,

2008,

which

was

filed

with

the

Securities

and

Exchange

Commission

and

is

available

on

First

Capital’s

website

at

www.1capitalbank.com

and at the First Capital address provided below.

Additional information about Eastern Virginia’s directors and executive officers is included in Eastern Virginia’s Annual Report on Form 10-K for the

year

ended

December

31,

2008,

which

was

filed

with

the

Securities

and

Exchange

Commission

and

is

available

on

Eastern

Virginia’s

website

at

www.evb.com

and at the Eastern Virginia address provided below.

Eastern Virginia and First Capital urge their 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 Eastern Virginia, First Capital, 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

First Capital Bancorp, Inc.

4222 Cox Road, Suite 200

Glen Allen, VA 23060

Attention: John Presley

Telephone Number: (804) 273-1254

4

Transaction Summary

Transaction Summary

Transaction Value:

Exchange Ratio:

$27

million

based

on

Eastern

Virginia

share

price

of

$8.90

(1)

Fixed at 0.98x exchange ratio

Holding Company:

Eight (8) Eastern Virginia board members

Five (5) First Capital board members

Expected Closing:

Year End 2009

Consideration Mix:      

100% common stock

Pro Forma Ownership:

67%

Eastern

Virginia

/

33%

First

Capital

(

3.0

million

shares

issued)

Bank:

Ten (10) EVB board members

Eight (8) First Capital Bank board members

Board

Representation

Cost Savings:

Identified $2.5 million in pre-tax cost savings

(1) EVBS stock price on 4/2/2009

5

Transaction Highlights

Transaction Highlights

Adds significant size and scale within the Richmond market

Pro forma franchise would rank 7th in Richmond MSA by deposits

Enhances long-term franchise value

Creates earnings momentum through identifiable synergies

Accretive to earnings

Adds significant management depth

Strong pro forma capital position

Complementary business mix

Retail vs. Commercial

Common community banking philosophy and culture

Low risk transaction

Familiar markets of operation

Extensive due diligence performed by management and third party loan review specialists

Strong IRR in excess of 15%

6

Expanding Richmond Area Footprint

Expanding Richmond Area Footprint

Source: SNL Financial

Pro forma financials estimated at close

Deposit market share excludes Capital One Financial Corporation due to lack of physical branch presence

Data as of 6/30/2008; pro forma for pending and recently completed acquisitions

Pro Forma Deposit Market Share

MSA: Richmond, VA

Total

Total

Deposits

Market

Branch

in Market

Share

Rank

Institution

Count

($000)

(%)

1

Bank of America Corp. (NC)

34

7,516,564

28.99

2

Wells Fargo & Co. (CA)

64

6,197,746

23.90

3

BB&T Corp. (NC)

47

2,986,091

11.52

4

SunTrust Banks Inc. (GA)

46

2,883,220

11.12

5

Union Bankshares Corp. (VA)

47

1,484,446

5.73

6

Franklin Financial Corporation (VA)

7

621,707

2.40

Pro Forma

19

604,244

2.33

7

Village Bank & Trust Finl Corp (VA)

15

448,013

1.73

8

C&F Financial Corp. (VA)

11

379,226

1.46

9

Central Virginia Bankshares (VA)

8

367,085

1.42

10

Community Bankers Trust Corp (VA)

8

361,426

1.39

11

Eastern Virginia Bankshares (VA)

12

306,727

1.18

13

First Capital Bancorp Inc. (VA)

7

297,517

1.15

Top 10

287

23,245,524

89.65

Totals

382

25,929,081

100.00

Eastern Virginia Bankshares, Inc. (25)

First Capital Bancorp, Inc. (7)

Pro Forma Financials

Assets

$1.6

B

Loans

1.2

Deposits

1.2

Equity

145

M

Branches

32

7

Management

Management

Source: SNL Financial

Holding Company

Chairman:

W. Rand Cook

Current Chairman of Board of Directors of EVBS

Vice-Chairman:

Grant S. Grayson

Current Chairman of the Board of FCVA

President and

Joe A. Shearin

Current President and Chief Executive Officer of EVBS

Chief Executive Officer:

Current President and Chief Executive Officer of EVB

Managing Director and

John M. Presley

Current Chief Executive Officer and Managing Director of FCVA

Chief Financial Officer:

Bank Level

President and

Robert G. Watts

Current President of FCVA

Chief Executive Officer:

Current Chief Executive Officer and President of First Capital Bank

Chief Operating Officer:

Joseph H. James, Jr.

Current Executive Vice President of EVB and Chief Operating Officer of EVBS

Current Senior Executive Vice President and Chief Operating Officer of EVB

1.29

0.89

1.31

0.00

0.50

1.00

1.50

2.00

EVBS Stand

Alone

EVBS Pro

Forma

EVBS Pro

Forma

1.72

1.38

0.50

1.00

1.50

2.00

2.50

EVBS Stand Alone

EVBS Pro Forma

Asset Quality

Asset Quality

Source: SNL Financial

(1) Assumes write-down of FCVA’s nonaccrual loans

(2) Includes the impact of FAS 141R and FAS 157

(3) Does

not

include

the

impact

of

new

accounting

guidance

under

FAS

141R

and

FAS

157

NPAs / Loans + OREO (%)

Reserves / Loans (%)

(1)

(2)

Extensive credit due diligence was conducted by management and third party loan review

specialists

(3)

8

Estimated Capital Ratios at Closing

Estimated Capital Ratios at Closing

As of 12/31/2008, both companies maintained strong capital levels above well capitalized

status

Capital levels have since improved as both companies have received TARP funds

EVBS:  $24 million

FCVA:  $11 million

EVBS and FCVA pro forma for TARP

(1) Pro forma capital estimated at close; includes estimated impact of FAS 141R and FAS 157

EVBS Estimated Capital Ratios

Stand Alone

Pro Forma

(1)

Tang. Common Equity / Tang. Assets

5.93%

5.25%

-

6.00%

Leverage Ratio

10.76%

8.75%

-

10.25%

Tier 1 Capital Ratio

13.12%

10.75%

-

12.20%

Total Capital Ratio

14.15%

11.50%

-

13.25%

9

10

Pro Forma Loans and Deposits

Pro Forma Loans and Deposits

Source: SNL Financial and company filings

Loan and deposit data as of 12/31/2008

EVBS Stand Alone

EVBS Pro Forma

Deposits

Loans

EVBS Stand Alone

EVBS Pro Forma

Total: $819M

Total: $1.2B

Total: $814M

Total: $1.1B

Consumer &

Other

6.5%

Construction

12.6%

Commercial

R.E.

27.1%

Commercial

8.4%

Residential

R.E.

45.4%

Consumer &

Other

5.0%

Construction

18.0%

Commercial

R.E.

28.1%

Commercial

10.1%

Residential

R.E.

38.9%

Jumbo Time

Deposits

22.2%

Retail Time

Deposits

31.1%

NOW & Other

Trans Accts

1.3%

MMDA &

Savings

34.3%

Demand

Deposits

11.1%

Jumbo Time

Deposits

26.0%

Retail Time

Deposits

33.7%

NOW & Other

Trans Accts

1.7%

MMDA &

Savings

27.6%

Demand

Deposits

11.0%

11

Estimated

Cost

Savings

Estimated

Cost

Savings

Identified revenue enhancements may provide additional earnings accretion

(2)

Cost savings include the potential closure of one branch location

(1)

Includes advertising costs, D & O insurance, examination fees, etc.

(2)

In order to be conservative, we did not include revenue enhancements in our analysis of the transaction

Pre-Tax Cost

Savings

Category

($000)

Personnel Costs

$1,340

Outside Service Fees (Data Processing, etc.)

470

Audit, Tax & Accounting

135

Rent

335

Other

(1)

220

Total Estimated Cost Savings

$2,500

Percent of FCVA 2008 Expense Base

29%

12

Virginia Community Banking Landscape

Virginia Community Banking Landscape

Source: SNL Financial

Pro forma financials do not include purchase accounting adjustments

List includes all publicly traded banks and thrifts in Virginia with assets greater than $400 million; Data as of most recent quarter available

Building a strong platform for future growth

Total

Total

Market

Assets

Deposits

Cap

Institution

Ticker

($M)

($M)

($M)

Union Bankshares Corporation

UBSH

$3,853

$3,055

$354

TowneBank

TOWN

3,134

2,239

455

Hampton Roads Bankshares, Inc.

HMPR

3,086

2,296

157

StellarOne Corporation

STEL

2,957

2,323

326

Carter Bank & Trust

CARE

2,800

2,471

156

Virginia Commerce Bancorp, Inc.

VCBI

2,716

2,172

116

First Community Bancshares, Inc.

FCBC

2,286

1,631

154

Cardinal Financial Corporation

CFNL

1,744

1,180

146

Burke & Herbert Bank & Trust Company

BHRB

1,700

1,303

266

Eastern Virginia Bankshares, Inc.

EVBS

1,483

1,148

79

Community Bankers Trust Corporation

BTC

1,377

1,118

75

Commonwealth Bankshares, Inc.

CWBS

1,085

763

34

First Bancorp, Inc.

FBLV

999

823

208

Middleburg Financial Corporation

MBRG

985

745

57

National Bankshares, Inc.

NKSH

935

818

128

C&F Financial Corporation

CFFI

856

551

48

Old Point Financial Corporation

OPOF

835

647

89

American National Bankshares Inc.

AMNB

789

589

92

Access National Corporation

ANCX

702

485

51

Valley Financial Corporation

VYFC

674

466

22

Highlands Bankshares, Inc.

HBKA

673

527

47

Monarch Financial Holdings, Inc.

MNRK

597

496

28

Alliance Bankshares Corporation

ABVA

573

429

10

Village Bank and Trust Financial Corp.

VBFC

572

466

18

First National Corporation

FXNC

548

447

48

Chesapeake Financial Shares, Inc.

CPKF

538

428

41

Eagle Financial Services, Inc.

EFSI

528

387

46

Fauquier Bankshares, Inc.

FBSS

515

400

40

Community Financial Corporation

CFFC

508

357

17

Central Virginia Bankshares, Inc.

CVBK

486

348

10

Bank of Southside Virginia Corporation

BSSC

482

420

146

F & M Bank Corp.

FMBM

472

342

59

Southern National Bancorp of Virginia, Inc.

SONA

432

309

44

A Strategic Alliance

Building Virginia’s Next Great Community Bank