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)                 June 27, 2012           

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.)
999 Waterside Drive, Suite 200, Norfolk, Virginia 23510
(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.

To the extent required by Item 1.02 of Form 8-K, the information contained or incorporated in Item 3.02 of this Form 8-K is incorporated by reference in this Item 1.02.

Item 3.02. Unregistered Sales of Equity Securities.

As described in the Current Report on Form 8-K of Hampton Roads Bankshares, Inc. (the “Company”), filed on May 24, 2012 with the Securities and Exchange Commission (the “SEC”), the Company entered into a standby purchase agreement (the “Standby Purchase Agreement”) with ACMO-HR, L.L.C. (“Anchorage”), CapGen Capital Group VI LP, (“CapGen”) and Carlyle Financial Services Harbor, L.P. (“Carlyle” and, together with Anchorage and CapGen, the “Investors”) that provided for, among other things, the sale of an aggregate of $50 million of the Company’s common stock at a price of $0.70 per share (the “Offering Price”) to the Investors (the “Private Placement”).

The Company announced that it has closed the Private Placement on June 27, 2012, selling a total of 71,428,572 shares of the Company’s common stock to the Investors at the Offering Price pursuant to the terms of the Standby Purchase Agreement. In the Private Placement Anchorage purchased 19,197,431 shares, CapGen purchased 33,710,394 shares and Carlyle purchased 18,520,747 shares.

The Investors are the Company’s three largest shareholders. Three of the directors on the Company’s Board are or were designees of the Investors: Randal K. Quarles is a managing director of an affiliate of Carlyle, Hal F. Goltz is a senior analyst with Anchorage and Robert B. Goldstein is a founding Principal in CapGen. Before the Private Placement was approved, Mr. Quarles resigned as a director effective May 21, 2012. Another Carlyle designee, James Burr, has been appointed director of the Company effective when he receives approval from banking regulatory authorities.

The securities sold to the Investors were issued in reliance on an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, as promulgated by the SEC.

On June 27, 2012, in connection with the Private Placement and as required by the Standby Purchase Agreement, affiliates of the Investors terminated warrants they hold to purchase 1,836,302 shares of the Company’s common stock at $10.00 per share (the “Warrants”). The Warrants are available as Exhibits 4.2 to 4.6 of the Company’sForm 10-Q for the quarter ended September 30, 2010, filed November 9, 2010, and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 27, 2012, the Company announced the closing of a $50 million private placement of common stock.

A copy of the press release making such announcement 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 June 27, 2012, announcing the closing of a $50 million private placement of common stock.

Additional Information

Purchases of common stock by the Investors in the Private Placement discussed herein and in the attached exhibit involve the sale of securities in a private transaction, and such shares were not registered under the Securities Act of 1933. Neither the attached exhibit nor this Current Report on Form 8-K constitutes an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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:  June 27, 2012	By:	/s/ Douglas J. Glenn
		Douglas J. Glenn
		President and
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
Ex. 99.1	Press Release, dated June 27, 2012, announcing the closing of a $50 million private placement of common stock.

EX-99.1

Exhibit 99.1

June 27, 2012

Contact:	Stephen P. Theobald
	Executive Vice President and
	Chief Financial Officer
	(757) 217-1000

HAMPTON ROADS BANKSHARES CLOSES ON $50 MILLION PRIVATE PLACEMENT OF COMMON STOCK

 Norfolk, Virginia, June 27, 2012:  Hampton Roads Bankshares, Inc. (NASDAQ:  HMPR)(the “Company”), the holding company for The Bank of Hampton Roads (“BHR”) and Shore Bank, today announced that it has closed a $50 million private placement of common stock (the “Private Placement”).   The Company issued an aggregate 71,428,572 common shares at a price of $0.70 per share to the following entities or their affiliates or managed funds: Anchorage Capital Group, L.L.C., CapGen Capital Group VI LP and The Carlyle Group (together, the “Investors”) pursuant to the terms of a standby purchase agreement between the Investors and the Company.

 The Company plans to raise an additional approximately $30 million to $45 million in capital by issuing from 42,836,460 to 64,285,714 common shares in a public rights offering (the “Rights Offering”) that it expects to undertake during the third quarter of 2012.  In the Rights Offering, the Company will grant each of its shareholders other than the Investors non-transferable rights to purchase up to, but no more than, a pro rata share of the maximum $95 million in capital to be raised in the Private Placement and the Rights Offering. The rights will be distributed to shareholders of record as of May 31, 2012 and may be exercised at $0.70 per share, the same price per share paid by the Investors in the Private Placement.  The Rights Offering will commence upon the registration statement for the Rights Offering shares being declared effective by the Securities and Exchange Commission (the “SEC”).

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The Investors have agreed not to participate in the Rights Offering and have agreed to serve as standby purchasers of all or a portion of the shares offered but not purchased in the Rights Offering (the “Standby Purchase”). The number of shares the Investors purchase as standby purchasers and the ultimate size of the combined capital raise will depend on the level of shareholder participation in the Rights Offering.

 In addition, the Investors have terminated warrants they hold to purchase 1,836,302 shares of the Company’s common stock at a current exercise price, subject to adjustment, of $10.00 per share.

The Company expects to use the proceeds from the Private Placement and Rights Offering for general corporate purposes, which will include, but not be limited to, making capital contributions to its banking subsidiaries.

Additional Information

Purchases of Common Stock by the Investors in the Private Placement and Standby Purchase discussed in this press release involve the sale of securities in private transactions, and such shares have not been registered under the Securities Act of 1933.

 This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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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, such as statements regarding the purpose, timing, consummation and consequences of the transactions described herein, including the Rights Offering and Standby Purchase.  Although the Company 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 the Company 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 the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, the Company’s Quarterly Report for the fiscal quarter ended March 31, 2012 and other filings made with the SEC.

About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company’s primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, 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, Bank of Hampton Roads operates banking offices in Virginia and North Carolina doing business as Bank of Hampton Roads and Gateway Bank & Trust Co.  Shore Bank serves the Eastern Shore of Maryland and Virginia through seven banking offices, ATMs and a recently opened loan production office in West Ocean City, Maryland. Through various affiliates, the Banks also offer mortgage banking services and investment products. Shares of the Company’s common stock are traded on the NASDAQ Global Select Market under the symbol “HMPR.” Additional information about the Company and its subsidiaries can be found at www.hamptonroadsbanksharesinc.com.

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