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): October 26, 2012
INTERVEST BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-23377 | 13-3699013 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 1 Rockefeller Plaza, Suite 400 New York, New York | 10020-2002 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number Including Area Code: (212) 218-2800
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 (see General Instruction A.2. below):
| ¨ | 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. |
Effective October 26, 2012, C. Wayne Crowell was elected as Director of Intervest Bancshares Corporation (the “Company”). Mr. Crowell is an appointee of the United States Department of the Treasury (“Treasury”) pursuant to its rights as the holder of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”), which stock was issued in connection with the Company’s participation in the TARP Capital Purchase Program. Treasury has the right to appoint two directors to the Board of Directors at any time that dividends payable on the Series A Preferred Stock have not been paid for an aggregate of six quarterly dividend periods. The terms of the Series A Preferred Stock provide that Treasury will retain the right to appoint such directors at subsequent annual meetings of shareholders until all accrued and unpaid dividends for all past dividend periods have been paid.
Mr. Crowell will receive compensation for his service as a Director in conformity with the Company’s practices related to non-employee directors. Mr. Crowell will also be appointed a director of Intervest National Bank, the wholly-owned banking subsidiary of the Company, effective upon receipt of regulatory approvals required by the Office of the Comptroller of the Currency.
On October 29, 2012, the Company issued a press release announcing the election of Mr. Crowell and a copy of that press release is attached hereto as Exhibit 99.1. Mr. Crowell spent more than 35 years with the Office of the Comptroller of the Currency prior to his retirement from that agency in February of 2009. He presently is the principal of CWC Consulting LLC, which provides consulting services to financial institutions.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Mr. C. Wayne Crowell was appointed as a director by the United States Treasury as the sole holder of the Company’s Series A Preferred Stock, acting by a written consent dated October 24, 2012.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release | |
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 thereunto duly authorized.
| INTERVEST BANCSHARES CORPORATION | ||||||
| Date: October 29, 2012 | By: | /s/ Lowell S. Dansker | ||||
| Lowell S. Dansker | ||||||
| Chairman and Chief Executive Officer | ||||||
| (Principal Executive Officer) | ||||||
| Date: October 29, 2012 | By: | /s/ John J. Arvonio | ||||
| Chief Financial and Accounting Officer | ||||||
| (Principal Financial Officer) | ||||||
Exhibit 99.1
Intervest Bancshares Corporation
Announces Appointment of New Director
Business Editors—New York – (Business Wire—October 29, 2012)
Lowell Dansker, Chairman of the Board of Directors and Chief Executive Officer of Intervest Bancshares Corporation (the “Company”) (NASDAQ: IBCA), the parent company of Intervest National Bank, today announced that C. Wayne Crowell has joined the Board of Directors of the Company.
Mr. Dansker stated “Wayne brings a wealth of experience, having spent more than 35 years in the Office of the Comptroller of the Currency, most recently as Assistant Deputy Comptroller. He has extensive experience with respect to financial institutions and we are pleased that he will be joining our Board of Directors.”
Mr. Crowell was elected to the Board of Directors by the U.S. Department of the Treasury (“Treasury”) pursuant to its rights as the holder of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A. While Treasury’s contractual rights do not address service on the Board of Directors of Intervest National Bank, the Company’s wholly-owned bank subsidiary, the Company has commenced the process to have Mr. Crowell approved to also serve on the Board of Directors of that Bank.
Intervest Bancshares Corporation
Intervest Bancshares Corporation is a bank holding company. Its principal operating subsidiary is Intervest National Bank, a nationally chartered commercial bank that has its headquarters and full-service banking office at One Rockefeller Plaza, in New York City, and a total of six full-service banking offices in Clearwater and Gulfport, Florida. Intervest Bancshares Corporation’s Common Stock is listed on the NASDAQ Global Select Market: Trading Symbol IBCA.
| CONTACT: | LOWELL DANSKER, CHAIRMAN | |
| Intervest Bancshares Corporation | ||
| One Rockefeller Plaza (Suite 400) | ||
| New York, New York 10020-2002 | ||
| 212-218-2800 Fax - 212-218-2808 |