UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 28, 2013
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COMMUNITY BANKERS TRUST CORPORATION
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation) |
001-32590 (Commission File Number) |
20-2652949 (IRS Employer Identification No.) | |
|
4235 Innslake Drive, Suite 200 Glen Allen, Virginia (Address of principal executive offices) |
23060 (Zip Code) | ||
Registrant’s telephone number, including area code: (804) 934-9999
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(d) On February 28, 2013, Community Bankers Trust Corporation (the “Company”) provided notice to the NYSE MKT (formerly known as the NYSE Amex) that it had determined to delist its common stock from the NYSE MKT and to become listed on the NASDAQ Capital Market. This notice was provided in writing by the Company’s Executive Vice President, General Counsel and Secretary, as authorized by the Company’s Board of Directors. The Company anticipates that trading of its common stock on the NASDAQ Capital Market under the symbol “ESXB” will commence on March 14, 2013 and that the last day of trading of the common stock on the NYSE MKT under the symbol “BTC” will be March 13, 2013.
The Company issued a press release that announced the transfer of listing from the NYSE MKT to the NASDAQ Capital Market on February 28, 2013. The press release is being filed as Exhibit 99.1 to this report and is incorporated by reference into this Item 3.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press release issued February 28, 2013 |
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.
| COMMUNITY BANKERS TRUST CORPORATION | |
| (Registrant) | |
| Date: March 6, 2013 | By: /s/ John M. Oakey, III |
| John M. Oakey, III | |
| Executive Vice President, General Counsel and Secretary | |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press release issued February 28, 2013 |
Exhibit 99.1
Community Bankers Trust Corporation Announces Approval
For Trading on the NASDAQ Capital Market
February 28, 2013 (Glen Allen, Virginia) – Community Bankers Trust Corporation, the holding company for Essex Bank (the “Company”) (NYSE MKT: BTC), announced today that it has been approved for listing on the NASDAQ Capital Market under the symbol “ESXB”. The Company expects that its common stock will begin trading on the NASDAQ Capital Market on March 14, 2013. The Company’s common stock will continue to trade on the NYSE MKT under the current symbol “BTC” until the market close on March 13, 2013.
Rex L. Smith, III, President and Chief Executive Officer of the Company and the Bank, commented, “We are pleased to announce our listing on the NASDAQ Capital Market. We believe that the move to NASDAQ will improve the visibility of our company, enhance trading liquidity in our shares and provide us with greater exposure to a variety of investors.”
“NASDAQ is pleased to welcome Community Bankers Trust to our family of listed companies, which includes 87 percent of regional and community banks listed on US markets,” said Bob McCooey, Senior Vice President, NASDAQ OMX. “We look forward to our partnership with Essex Bank and to supporting the company and its stockholders in the years to come.”
* * * * *
About Community Bankers Trust Corporation
The Company is the holding company for Essex Bank, a Virginia state bank with 24 full-service offices, 13 of which are in Virginia, seven of which are in Maryland and four of which are in Georgia. The Company also operates two loan production offices. Additional information is available on the Company’s website at www.cbtrustcorp.com.
Forward-Looking Statements
This release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These forward-looking statements include, without limitation, statements with respect to the Company’s operations and goals. Actual results may differ materially from those included in the forward-looking statements due to a number of factors, including, without limitation, the effects of and changes in the following: the quality or composition of the Company’s loan or investment portfolios, including collateral values and the repayment abilities of borrowers and issuers; assumptions that underlie the Company’s allowance for loan losses; general economic and market conditions, either nationally or in the Company’s market areas; the ability of the Company to comply with regulatory actions, and the costs associated with doing so; the interest rate environment; competitive pressures among banks and financial institutions or from companies outside the banking industry; real estate values; the demand for deposit, loan, and investment products and other financial services; the demand, development and acceptance of new products and services; the Company’s compliance with, and the timing of future reimbursements from the FDIC to the Company under, shared loss agreements with the FDIC; assumptions and estimates that underlie the accounting for loan pools under the shared loss agreements; consumer profiles and spending and savings habits; the securities and credit markets; costs associated with the integration of banking and other internal operations; management’s evaluation of goodwill and other assets on a periodic basis, and any resulting impairment charges, under applicable accounting standards; the soundness of other financial institutions with which the Company does business; inflation; technology; and legislative and regulatory requirements. Many of these factors and additional risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and other reports filed from time to time by the Company with the Securities and Exchange Commission. This press release speaks only as of its date, and the Company disclaims any duty to update the information in it.
Contact: John M. Oakey, III
Executive Vice President and General Counsel
Community Bankers Trust Corporation
804-934-9999