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): January 17, 2017

Summit Financial Group, Inc.

(Exact name of registrant as specified in its charter)

West Virginia	0-16587	55-0672148
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

300 North Main Street, Moorefield, West Virginia 26836

(Address of principal executive offices) (Zip Code) 

Registrant’s telephone number, including area code: (304) 530-1000

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:

[X]	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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on June 1, 2016, Summit Financial Group, Inc., a West Virginia corporation (“Summit”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Century Bankshares, Inc., a West Virginia corporation (“First Century”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, First Century will merge (the “Merger”) with and into a limited liability company and wholly-owned subsidiary of Summit’s wholly-owned banking subsidiary, Summit Community Bank, Inc., a West Virginia banking corporation (“Summit Community Bank”), formed solely for the purpose of consummating the Merger (“Merger Sub”), with Merger Sub as the surviving entity in the Merger. Immediately following the Merger, Merger Sub will be liquidated (the “Liquidation”) so that Summit Community Bank will own all of the outstanding shares of First Century’s wholly owned banking subsidiary, First Century Bank, Inc., a West Virginia banking corporation (“First Century Bank”). Immediately following the Liquidation, First Century Bank will be merged (the “Bank Merger”) with and into Summit Community Bank, with Summit Community Bank surviving as the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved and adopted by the Board of Directors of each of Summit and First Century. As previously disclosed, the Merger Agreement was approved by the shareholders of First Century on December 6, 2016.

On January 17, 2017, Summit and First Century entered into an Amendment to Agreement and Plan of Merger (the “Amendment”). The Amendment replaced the requirement in the Merger Agreement that, unless extended by mutual agreement of the parties and subject to a couple of minor exceptions, the closing date of the Merger occur on last business day of the month in which the latter of the following occurs: (i) the receipt of all necessary regulatory approvals (including the expiration or termination of any mandatory waiting periods) or (ii) the receipt of the approval of the shareholders of First Century with a closing date of April 1, 2017.

The Amendment also extends the date on which the Merger Agreement may be terminated by either party if the Merger has not been consummated from March 31, 2017 to April 1, 2017.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Amendment should not be read alone, but should instead be read in conjunction with the other information regarding Summit, First Century, their respective affiliates or their respective businesses, the Merger Agreement, the Amendment and the Merger that will are contained in, or incorporated by reference into, the registration statement on Form S-4 that includes a proxy statement of First Century and a prospectus of Summit, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings that Summit makes with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
2.1	Amendment to Agreement and Plan of Merger, dated January 17, 2017, between Summit Financial Group, Inc. and First Century Bankshares, Inc.

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.

	SUMMIT FINANCIAL GROUP, INC.
Date: January 23, 2017	By: /s/ Julie R. Markwood
	Julie R. Markwood
	Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1	Amendment to Agreement and Plan of Merger, dated January 17, 2017, between Summit Financial Group, Inc. and First Century Bankshares, Inc.

EX-2.1

Exhibit 2.1

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT (this “Amendment”), dated as of January 17, 2017, to the Agreement and Plan of Merger, dated as of June 1, 2016 (the “Agreement”), is entered into by and between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“Summit”) and FIRST CENTURY BANKSHARES, INC., a West Virginia corporation (“First Century”). Summit and First Century are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

WHEREAS, pursuant to Section 8.3 of the Agreement, this Amendment requires the written consent of the Parties; and

WHEREAS, the Parties desire to enter into this Amendment for the purpose of amending the Agreement as provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

Amendment to Section 1.3. Section 1.3 of the Agreement shall be amended in its entirety to read as follows:

“Section 1.3.Closing. The closing of the transactions contemplated by this Agreement (the “Closing”), at which the Parties shall exchange certificates, opinions, letters and other documents in order to determine whether all of the conditions set forth in Article VII of this Agreement have been satisfied or, to the extent permitted by Applicable Legal Requirements, waived or whether any condition, event or state of facts exists that would permit a Party to terminate this Agreement in accordance with Article VIII, shall take place on April 1, 2017 or such other date mutually agreeable to Summit and First Century (“Closing Date”). If no such condition, event or state of facts then exists enabling a Party, or if no Party elects to exercise any right it may have, to terminate this Agreement, then and thereupon the Parties shall execute such documents and instruments as may be necessary or appropriate to consummate the transactions contemplated by this Agreement. The Closing shall be held at the offices of Summit located 300 North Main Street, Moorefield, West Virginia, at such time established by the Parties, unless another place or time is agreed to in writing by the Parties.”

Amendment to Section 8.1(c). Section 8.1(c) of the Agreement shall be amended in its entirety to read as follows:

“(c)by either Summit or First Century, upon written notice to the other Party, if the Merger shall not have been consummated on or before April 1, 2017;”

Amendment. This Amendment may only be amended, modified, waived or supplemented in the same manner as the Agreement may be amended, modified, waived or supplemented pursuant to Section 8.3 of the Agreement.

Successors and Assigns. This Amendment is binding on and inures to the benefit of the parties hereto and their respective successors and permitted assigns under the Agreement.

Agreement Affirmed. Except as expressly modified and superseded by this Amendment, all terms and provisions of the Agreement shall remain unchanged and in full force and effect without modification, and nothing herein shall operate as a waiver of any party’s rights, powers or privileges under the Agreement. Notwithstanding anything to the contrary herein, this Amendment does not waive any breaches in the representations and warranties contained in the Agreement or in any document delivered pursuant hereto.

Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed, sealed and delivered through their respective authorized signatories the day and year first above written.

SUMMIT FINANCIAL GROUP, INC.	FIRST CENTURY BANKSHARES, INC.
By: /s/ H. Charles Maddy, III	By:/s/ Frank W. Wilkinson
H. Charles Maddy, III	Frank W. Wilkinson
President and Chief Executive Officer	President and Chief Executive Officer