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)    February 9, 2015

Hampton Roads Bankshares, Inc.
(Exact name of registrant as specified in its charter)
Virginia	001-32968	54-2053718
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
641 Lynnhaven Parkway, Virginia Beach, VA 23452
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (757) 217-1000

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))

Item 1.02                      Termination of a Material Definitive Agreement

On February 9, 2015, Hampton Roads Bankshares, Inc. (the “Company”) received notice of the termination of the informal memorandum of understanding, dated effective March 26, 2014 (the “MOU”), by and among the Company, the Company’s wholly-owned bank subsidiary, The Bank of Hampton Roads (“BHR”), the Federal Reserve Bank of Richmond (“FRB”) and the Virginia State Corporation Commission Bureau of Financial Institutions (the “BFI”). The termination of the MOU was effective February 5, 2015.

Under the MOU, the Company and BHR had agreed that they would obtain prior written approval of the FRB and the BFI before, (i) either the Company or BHR declared or paid dividends of any kind; (ii) the Company made any payments on its trust preferred securities; (iii) the Company incurred or guaranteed any debt; or (iv) the Company purchased or redeemed any shares of its stock. In addition, the MOU instituted certain reporting requirements and addressed ongoing regulatory requirements.

The text of the MOU was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 1, 2014 and is incorporated herein by reference. The foregoing summary is qualified in its entirety by reference to the full text of the MOU.

Item 8.01                      Other Events

On February 10, 2015, the Company issued a press release related to the termination of the MOU as described in Item 1.02 of this Current Report on Form 8-K. A copy of the Company’s press release related to the termination of the MOU is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.                      Financial Statements and Exhibits.

(d) Exhibits

Ex. 99.1 Press Release, dated February 10, 2015, regarding MOU termination

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.

	Hampton Roads Bankshares, Inc.
Date: February 10, 2015	By:	/s/ Douglas J. Glenn
		Douglas J. Glenn
		President and  Chief Executive Officer

EXHIBIT INDEX

Exhibit No.         Description

Ex. 99.1 Press Release, dated February 10, 2015, regarding MOU termination

EX-99.1

Exhibit 99.1

		February 10, 2015
Contact:	Douglas J. Glenn
	President and Chief Executive Officer
	(757) 217-1000
Hampton Roads Bankshares and Bank of Hampton Roads Announce Termination of Memorandum of Understanding with the Federal Reserve Bank of Richmond and Virginia Bureau of Financial Institutions

- Company is no longer subject to any formal supervisory action

VIRGINIA BEACH, Va., Feb. 10, 2015 (GLOBE NEWSWIRE) -- Hampton Roads Bankshares, Inc. (Nasdaq:HMPR) (the "Company"), the holding company for The Bank of Hampton Roads ("BHR") and Shore Bank (“Shore”), today announced that on February 5, 2015, the Federal Reserve Bank of Richmond ("FRB") and the Virginia Bureau of Financial Institutions ("BFI") terminated a Memorandum of Understanding (“MOU”) entered into on March 26, 2014, among the Company, BHR, FRB and the BFI. The Company and BHR are no longer subject to the terms and conditions of the MOU or any other formal supervisory actions, restrictions or requirements.  Shore was not a party to the MOU.

Douglas J. Glenn, President and Chief Executive Officer of the Company and Chief Executive Officer of BHR, said, "We work every day to ensure that we are building the foundations of an exceptional company, not only for now but for the future.  Navigating through our regulatory concerns has been a long and sometimes humbling journey but the resulting improvements in our financial condition and operations have made us much stronger as we move forward to achieve our vision of Making Dreams Come True!”

About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. is a bank holding company that was formed in 2001 and is headquartered in Virginia Beach, Virginia. HRB’s primary subsidiaries are BHR, which opened for business in 1987, and Shore, which opened in 1961 (the “Banks”). The Banks engage in general community and commercial banking business, targeting the needs of individuals and small to medium-sized businesses. Currently, BHR operates banking offices in Virginia and North Carolina doing business as The Bank of Hampton Roads and Gateway Bank & Trust Co. Shore serves the Eastern Shore of Virginia, eastern Maryland, and southern Delaware through eight banking offices, ATMs, and loan production offices in Baltimore, Maryland and Rehoboth Beach, Delaware. Through various affiliates, the Banks also offer mortgage banking services. Shares of the HRB’s common stock are traded on the NASDAQ Global Select Market under the symbol “HMPR.” Additional information about HRB and its subsidiaries can be found at www.hamptonroadsbanksharesinc.com.

Caution About Forward-Looking Statements

Certain statements made in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, including statements about future trends and strategies and the expected performance of HRB's operations, divisions, personnel and branches. Although HRB believes that its expectations with respect to such forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of HRB will not differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to those described in the cautionary language included under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in HRB's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, and other filings made with the SEC.