-----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, EoD0+sAfYFZimnDKp5IdqTTDAToLBsvbErGxig81bDHZIm6m7T9IY+JZId68Sd4J xm9DiNh2D6QC/47QyrMPLw== 0001362310-08-002933.txt : 20080520 0001362310-08-002933.hdr.sgml : 20080520 20080520170454 ACCESSION NUMBER: 0001362310-08-002933 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080520 DATE AS OF CHANGE: 20080520 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Community Bankers Acquisition Corp. CENTRAL INDEX KEY: 0001323648 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 202652949 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32590 FILM NUMBER: 08849434 BUSINESS ADDRESS: STREET 1: 9912 GEORGETOWN PIKE STREET 2: SUITE D203 CITY: GREAT FALLS STATE: VA ZIP: 22066 BUSINESS PHONE: 703-759-0751 MAIL ADDRESS: STREET 1: 9912 GEORGETOWN PIKE STREET 2: SUITE D203 CITY: GREAT FALLS STATE: VA ZIP: 22066 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Community Bankers Acquisition Corp. CENTRAL INDEX KEY: 0001323648 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 202652949 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 9912 GEORGETOWN PIKE STREET 2: SUITE D203 CITY: GREAT FALLS STATE: VA ZIP: 22066 BUSINESS PHONE: 703-759-0751 MAIL ADDRESS: STREET 1: 9912 GEORGETOWN PIKE STREET 2: SUITE D203 CITY: GREAT FALLS STATE: VA ZIP: 22066 425 1 c73484e8vk.htm FORM 8-K Filed by Bowne Pure Compliance
 
 

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 20, 2008

Community Bankers Acquisition Corp.
(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.)
     
9912 Georgetown Pike, Ste D203
Great Falls, VA
  22066
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 759-0751
 
 
(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:

þ 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))

 
 

 

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 20, 2008 Community Bankers Acquisition Corp. (the “Company”) borrowed $290,000 from the Company’s President. In connection with the loan the parties executed a demand note (the “Demand Note”) pursuant to which the Company unconditionally promised to pay the principal sum of $290,000 in cash to the lender on the earliest of (a) one business day following the lender’s written demand to the Company for such payment, (b) consummation of a business combination and (c) liquidation of the Company pursuant to the Company’s amended and restated certificate of incorporation.

If the Company defaults under the Demand Note, the lender may declare all amounts due under the Demand Note due and payable. The following events constitute an event of default under the Demand Note: (i) a default by the Company in the payment of the principal when due and payable if such default is not cured by the Company within two days after the lender has given the Company written notice of such default; (ii) the institution by the Company of or the consent by the Company to bankruptcy or similar proceedings; and (iii) if, within thirty days after the commencement of an action against Borrower seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief, such action shall not have been resolved in favor of the Company or all orders or proceedings affecting the operations of the Company stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within thirty days after the appointment without the consent of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of its properties, such appointment shall not have been vacated; provided that the adoption of a plan of dissolution and distribution and its implementation by the Company’s board of directors that is approved by its stockholders due to the failure of the Company to complete a business combination shall not in any instance be deemed an event of default.

Under the Demand Note, the lender irrevocably waived any claim to funds in the trust fund or distributed from the trust fund, other than in a business combination distribution.

Item 8.01. Other Events.

On May 20, 2008, Community Bankers Acquisition Corp. (the “Company”) issued a press release announcing that it had adjourned its annual meeting of stockholders to Friday, May 23, 2008 at 10:00 a.m. and adjourned its special meeting of stockholders to Friday, May 23, 2008, at 11:00 a.m. The press release is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description

     
99.1
  Press release dated May 20, 2008 regarding adjournment of the annual and special meetings of stockholders

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SIGNATURE

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, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 20th day of May, 2008.

COMMUNITY BANKERS ACQUISITION CORP.

By: /s/ Gary A. Simanson
Gary A. Simanson
President and Chief Executive Officer

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Exhibit Index

     
Exhibit   Description
99.1
  Press release dated May 20, 2008 regarding adjournment of the annual and special meetings of stockholders

 

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EX-99.1 2 c73484exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance

Exhibit 99.1

For Immediate Release
Tuesday, May 20, 2008

Community Bankers Acquisition Corp.
Gary A. Simanson, President
Great Falls, Virginia
(703) 759-0751

Community Bankers Acquisition Corp. Extends Stockholder Votes on Mergers with
TransCommunity Financial Corporation and
BOE Financial Services of Virginia, Inc. to May 23, 2008

Great Falls, Virginia. Community Bankers Acquisition Corp. (“CBAC”) (Amex: BTC) announced at its annual meeting of stockholders and at its special meeting of stockholders today that it was adjourning the respective meetings to provide management additional time to solicit proxies for the proposed business combination with TransCommunity Financial Corporation (“TFC”) (OTCBB: TCYF) and the proposed merger with BOE Financial Services of Virginia, Inc. (“BOE”) (Nasdaq: BSXT) and the related matters set forth in the joint proxy statement/prospectuses previously mailed to the CBAC stockholders. The CBAC annual meeting will reconvene on Friday, May 23, 2008 at 10:00 a.m. local time and the CBAC special meeting will reconvene on Friday, May 23, 2008, at 11:00 a.m. local time at the offices of Nelson Mullins Riley & Scarborough LLP, 101 Constitution Avenue, N.W., Suite 900, Washington, D.C. 20001. There is no assurance that CBAC will be able to obtain the vote required to approve the various proposals to be presented at the meetings, including the proposals to adopt the agreement and plan of merger with TFC to be considered at the annual meeting or the proposal to adopt the agreement and plan of merger with BOE to be considered at the special meeting. In the event CBAC is able to obtain the required stockholder approvals, it is possible that transactions may occur which could be relevant to CBAC stockholders and that CBAC may desire to provide additional disclosures about such transactions prior to the stockholder votes on the proposals to be considered at the meetings.

The record dates for stockholders entitled to vote at the annual and special meetings remain the close of business on March 25, 2008.

Additional information about the proposed mergers and each of the other proposals can be found in the respective definitive joint proxy statement/prospectuses. The definitive joint proxy statement/prospectus relating to the CBAC annual meeting and the TFC special meeting was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2008, and the definitive joint proxy statement/prospectus relating to the CBAC special meeting and the BOE special meeting was also filed with the SEC on March 31, 2008. Both documents are available at www.sec.gov.

Additional Information About the Mergers and Where to Find It

In connection with the proposed mergers, CBAC has filed with the SEC a registration statement on Form S-4 to register the shares of CBAC common stock to be issued to the shareholders of TFC as well as a registration statement on Form S-4 to register the shares of CBAC common stock to be issued to the shareholders of BOE. Each registration statement includes a joint proxy statement/prospectus, which has been mailed to the stockholders of record of CBAC and of the shareholders of TFC or BOE, as applicable, seeking their approval of the applicable merger. In addition CBAC, TFC, and BOE may file other relevant documents concerning the proposed mergers with the SEC.

 

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WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENTS ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUSES FILED WITH THE SEC AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CBAC, TFC, AND BOE AND THE PROPOSED TRANSACTIONS. Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Free copies of both joint proxy statement/prospectuses also may be obtained by directing a request by telephone or mail to: Community Bankers Acquisition Corp., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Investor Relations (telephone: (703) 759-0751). Free copies of the joint proxy statement/prospectus relating to the proposed merger of CBAC with TFC also may be obtained by directing a request by telephone or mail to: TransCommunity Financial Corporation, 4235 Innslake Drive, Glen Allen, Virginia 23060, Attention: Investor Relations (telephone: (804) 934-9999), or by accessing TFC’s website at http://www.TCFCorp.com under “Investor Relations.” Free copies of the joint proxy statement/prospectus relating to the proposed merger of CBAC with BOE also may be obtained by directing a request by telephone or mail to: BOE Financial Services of Virginia, Inc., 1325 Tappahannock Boulevard, Post Office Box 965, Tappahannock, Virginia 22560, Attention: Investor Relations (telephone: (804) 443-4343), or by accessing BOE’s website at http://www.bankofessex.com under “Investor Relations.” The information on BOE’s and TFC’s websites is not, and shall not be deemed to be, a part of this release or incorporated into other filings either company, or CBAC, makes with the SEC.

CBAC, TFC and BOE and their respective directors, executive officers and members of management may be deemed to be participants in the solicitation of proxies from the shareholders of BOE and TFC, as applicable, and/or CBAC in connection with the mergers. Information about the directors and executive officers of CBAC is set forth in the Annual Report on Form 10-K filed with the SEC on March 31, 2008. Information about the directors and executive officers of TFC is set forth in the Annual Report on Form 10-K filed with the SEC on March 31, 2008. Information about the directors and executive officers of BOE is set forth in the Annual Report on Form 10-K filed with the SEC on March 31, 2008. Additional information regarding the interests of these participants and other persons who may be deemed participants in the mergers may be obtained by reading the joint proxy statement/prospectuses regarding the mergers filed with the SEC on March 31, 2008.

 

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Caution Regarding Forward-Looking Statements

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the mergers, including future financial and operating results, cost savings and enhanced revenues that may be realized from the mergers as well as other statements of expectations regarding the mergers and any other statements regarding future results or expectations. Each of CBAC, TFC and BOE intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The companies’ respective abilities to predict results, or the actual effect of future plans or strategies, are inherently uncertain. Factors which could have a material effect on the operations and future prospects of each of CBAC, TFC and BOE and the surviving corporation, include but are not limited to: (1) the businesses of CBAC, TFC, and BOE may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the mergers may not be fully realized or realized within the expected time frame; (3) revenues following the mergers may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the mergers; (5) the ability to obtain required regulatory and stockholder approvals, and the ability to complete the mergers on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board may adversely impact income; (7) changes in the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows, competition, demand for financial services in BOE’s and TFC’s market areas may adversely affect operations; (8) CBAC, TFC and BOE’s implementation of new technologies and their ability to develop and maintain secure and reliable electronic systems may impact their respective businesses; (9) changes in accounting principles, policies, and guidelines may impact reported earnings; and (10) other risk factors detailed from time to time in filings made by CBAC, BOE or TFC with the SEC may be associated with their respective businesses. CBAC, TFC and BOE undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such solicitation would be unlawful.

Source: Community Bankers Acquisition Corp.

 

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