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): March 1, 2011
COMMUNITY BANKERS TRUST CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-32590 | 20-2652949 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 4235 Innslake Drive, Suite 200 Glen Allen, Virginia |
23060 | |
| (Address of principal executive offices) | (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:
| ¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 1, 2011, Community Bankers Trust Corporation (the “Company”) named Rex L. Smith, III to the positions of President and Chief Executive Officer on a permanent basis. He was also named President and Chief Executive Officer of Essex Bank, a wholly owned subsidiary of the Company (the “Bank”). In accordance with applicable regulatory requirements, Mr. Smith will officially take the President and Chief Executive Officer titles following receipt of regulatory approval.
Mr. Smith, 53, has served as the Bank’s Executive Vice President and Chief Banking Officer since May 2010, and he has assumed the responsibilities of President and Chief Executive Officer of each of the Company and the Bank since September 2010. He was the Bank’s Executive Vice President and Chief Administrative Officer from 2009 to April 2010. From 2007 to 2009, he was the Central Virginia President for Gateway Bank and Trust and, from 2000 to 2007, he was President and Chief Executive Officer of The Bank of Richmond.
On March 2, 2011, the Company reappointed William E. Saunders, Jr. as the Bank’s Executive Vice President and Chief Risk Officer. Mr. Saunders, 48, had served as the Bank’s Executive Vice President and Chief Operating Officer from May 2010 to March 2011. From 2008 to 2010, he served as the Bank’s Senior Vice President – Chief Risk Officer and, from 2004 to 2008, he was the Bank’s Vice President – Risk Management. The Bank will not retain a “Chief Operating Officer” position, as the responsibilities for that position are now handled by other officers.
The Company has not entered into an employment agreement or similar arrangement with Mr. Smith or Mr. Saunders. The Company expects to enter into such an arrangement with Mr. Smith once his appointments are effective.
The Company issued a press release reporting the Company’s actions with respect to Mr. Smith on March 2, 2011. The press release is being filed as Exhibit 99.1 to this report and is incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press release issued March 2, 2011 | |
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 7, 2011 | By: | /s/ John M. Oakey, III | ||||
| John M. Oakey, III | ||||||
| General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release issued March 2, 2011 | |
Exhibit 99.1
Community Bankers Trust Corporation Announces Selection
of Permanent Chief Executive Officer
March 2, 2011 (Glen Allen, Virginia) – Community Bankers Trust Corporation, the holding company for Essex Bank (the “Company”) (NYSE Amex: BTC), announced today that the Board of Directors has named Rex L. Smith, III to the positions of President and Chief Executive Officer on a permanent basis. He will also serve as President and Chief Executive Officer of the Bank.
Mr. Smith has served as the Bank’s Executive Vice President and Chief Banking Officer since May 2010, and he has assumed the responsibilities of President and Chief Executive Officer since September 2010. Mr. Smith joined the Bank as Chief Administrative Officer in April 2009 and has 29 years of experience in the banking industry, including serving as President and Chief Executive Officer of The Bank of Richmond.
The selection of Mr. Smith is the result of an executive search by the Board of Directors and its Executive Committee. In accordance with applicable regulatory requirements, Mr. Smith will officially take the President and Chief Executive Officer titles following receipt of regulatory approval.
In addition, the Company announced today that W. Thomas Townsend has been named the Bank’s Executive Vice President and Chief Credit Officer. Mr. Townsend has nearly 40 years of experience in the banking industry and is retired from the Federal Reserve Bank of Richmond, where he most recently served as a Senior Examiner from 2000 to 2010. He has also served as a senior executive in other institutions, including Senior Credit Officer of MainStreet Financial Corporation in Martinsville, Virginia, a multi-bank holding company with $3 billion in assets, from 1994 to 1998.
Alexander F. Dillard, Jr., the Chairman of the Company’s Board of Directors, stated, “After a thorough search and interviews with a number of candidates, we believe that Rex is the individual to lead the Company from this point. During our process, we were very pleased with the strategic vision that Rex has presented, and we are also pleased with the Company’s operating and earnings trends while Rex has been acting in that position. These types of decisions are never easy and, with our current challenges, it is important that we make the best decision for our business and our stockholders.”
Mr. Smith stated, “I am excited for the opportunity to build upon the progress that the Company made in the fourth quarter of 2010. I look forward to providing the necessary leadership to produce a culture of consistent profitability as we continue to refine our management structure and strategies. The recent addition of Tom Townsend as our Chief Credit Officer and a restructuring of our credit group is a big step in the right direction.”
Mr. Smith added, “I will also work closely with the Board of Directors to ensure that management and the Board work together to create a renewed focus on enhancing value for our customers and our shareholders. There have been many changes in the past year, and there are
more to come, but we will remain focused on our goals. I believe that we have tremendous opportunity and the ability to move beyond the problems of the past and current economic conditions in order to create a valuable community-based bank franchise.”
* * * * *
About Community Bankers Trust Corporation
The Company is the holding company for Essex Bank, a Virginia state bank with 25 full-service offices, 14 of which are in Virginia, seven of which are in Maryland and four of which are in Georgia. The Company also operates one loan production office. 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, growth strategy 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 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, 2009 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
Community Bankers Trust Corporation
804-934-9999