-----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, W0YgP4AnyuRk+E/JHKnygKMuj5KZ2Tz0QmECNtuLN4bRkzG9ZZJ1mjSpws6cNPu6 tusv9TQD6hKhq0OwVJJbDw== 0001171843-08-000417.txt : 20080529 0001171843-08-000417.hdr.sgml : 20080529 20080529163931 ACCESSION NUMBER: 0001171843-08-000417 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080529 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080529 DATE AS OF CHANGE: 20080529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAMPTON ROADS BANKSHARES INC CENTRAL INDEX KEY: 0001143155 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 542053718 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32968 FILM NUMBER: 08866953 BUSINESS ADDRESS: STREET 1: 999 WATERSIDE DR., STE. 200 CITY: NORFOLK STATE: VA ZIP: 23510 BUSINESS PHONE: 757-217-1000 MAIL ADDRESS: STREET 1: 999 WATERSIDE DR., STE. 200 CITY: NORFOLK STATE: VA ZIP: 23510 8-K 1 f8k_052908.htm FORM 8-K Unassociated Document

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):  May 23, 2008

Hampton Roads Bankshares, Inc.
(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction
of incorporation)
 
001-32968
(Commission File Number)
54-2053718
(I.R.S. Employer
Identification No.)
     
999 Waterside Drive, Suite 200
Norfolk, Virginia
(Address of principal executive offices)
 
23510
(Zip Code)

Registrant’s telephone number, including area code: (757) 217-1000

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:

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 5.03.                                Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 23, 2008, Hampton Roads Bankshares, Inc. (“HRB”) amended its Articles of Incorporation to add Article VIII providing that if a plan of merger involving HRB, a sale of all of substantially all of the HRB’s assets, or a plan of dissolution of HRB is approved by at least two-thirds of HRB’s directors, then HRB shareholder approval of such transaction may be obtained by the affirmative vote of a majority of all votes entitled to be cast on such transaction by each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group is present.

The addition of Article VIII to the Articles of Incorporation was recommended by HRB’s board of directors on March 11, 2008, was approved by HRB’s shareholders at the annual meeting of shareholders on May 22, 2008, and became effective on May 23, 2008, by the filing of the articles of amendment (the “Articles of Amendment”) to HRB’s Articles of Incorporation with the Virginia State Corporation Commission.  

The foregoing description of the Articles of Amendment and new Article VIII is not complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this report on Form 8-K and incorporated by reference herein.

Item 9.01.                                 Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.                                    Description

3.1                                       Articles of Amendment to HRB’s Articles of Incorporation.
 
 
 
2
 


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:  May 29, 2008                                                                           By:  /s/ Jack W. Gibson                                          
                                                                                                               Jack W. Gibson
                                                                                                               Vice Chairman, President and Chief Executive Officer

 
3
 

EXHIBIT INDEX

Exhibit No.                      Description

3.1                           Articles of Amendment to HRB’s Articles of Incorporation.
 
 4
EX-3 2 exh_31.htm EXHIBIT 3.1 Unassociated Document
Exhibit 3.1

Articles of Amendment

Of

Hampton Roads Bankshares, Inc.
 
1.
The name of the corporation is Hampton Roads Bankshares, Inc.

2.
The Articles of Incorporation are amended to add the following as Article VIII:
 
Any amendment to the Corporation’s Articles of Incorporation, a plan of merger or exchange, a transaction involving the sale of all of substantially all of the Corporation’s assets other than in the regular course of business and a plan of dissolution shall be approved by the vote of a majority of all votes entitled to be cast on such transactions by each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group is present, provided that the transaction has been approved and recommended by at least two-thirds (2/3) of the directors in office at the time of such approval and recommendation.  If the transaction is not so approved and recommended, then the transaction shall be approved by the vote of more than two-thirds of all votes entitled to be cast on such transactions by each voting group entitled to vote on the transaction.  However, nothing in this Article VIII shall require the vote of the shareholders to approve any action in circumstances where the Virginia Stock Corporation Act permits the Board of Directors to take action without a shareholder vote.
 
3.
The amendment was adopted by the Corporation’s Shareholders at its annual meeting on the 22nd of May, 2008.

4.
The amendment was proposed unanimously by the Board of Directors on March 11, 2008, and submitted to the shareholders in accordance with the provisions of the Virginia Stock Corporation Act.  At the time that the amendment was submitted to the shareholders, the only shares outstanding and entitled to vote were 10,361,404 shares of common stock.  Of those entitled to vote, 7,475,378 shares voted in favor of the amendment, 28,274 shares voted against the amendment, and 47,402 shares abstained from voting or did not vote.  The number of votes cast in favor of the amendment was sufficient for approval of the amendment.

The undersigned, Jack W. Gibson, President and Chief Executive Officer of the Corporation, declares that the set out above are true and correct.

Dates this the 22nd of May, 2008, in Norfolk, Virginia.

Hampton Roads Bankshares, Inc.


By /s/ Jack W. Gibson
                                                                                                     Jack W. Gibson, Vice-Chairman, President and
                                                                                                     Chief Executive Officer
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