8-K 1 f8kmfc.htm Form 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): April 22, 2009

___________

 

MIDDLEBURG FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

        

Virginia

(State or other jurisdiction

of incorporation)

0-24159

(Commission File Number)

54-1696103

(I.R.S. Employer

Identification No.)

 

 

 

111 West Washington Street

Middleburg, Virginia

(Address of principal executive offices)

 

20117

(Zip Code)

 

Registrant’s telephone number, including area code: (703) 777-6327

 

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 5.03           Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 22, 2009, the Registrant adopted an amendment to its bylaws (the “Bylaws”). The amendment revised Section 2.2 of the Bylaws to decrease the size of the Registrant’s Board of Directors from 14 to 12 directors.

 

The full text of the Bylaws, as amended to date, is attached as Exhibit 3.1 to this report.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

Exhibits.  The following exhibit is being furnished pursuant to Item 5.03 above.

 

 

Exhibit No.

Description

 

 

3.1

Bylaws of Middleburg Financial Corporation (restated in electronic format as of April 22, 2009).

 

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.

 

 

MIDDLEBURG FINANCIAL CORPORATION

 

(Registrant)

 

 

Date: April 28, 2009

By: /s/ Rodney J. White

 

Rodney J. White

 

Vice President and

 

Chief Accounting Officer

 

 

 

EXHIBIT INDEX

 

 

Exhibit No.

Description

 

 

3.1

Bylaws of Middleburg Financial Corporation (restated in electronic format as of April 22, 2009).