Current Report Filing (8-k)
June 04 2018 - 1:02PM
Edgar (US Regulatory)
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 31, 2018
VILLAGE
BANK AND TRUST FINANCIAL CORP.
(Exact Name of Registrant as Specified in
Charter)
Virginia
(State or Other Jurisdiction
of Incorporation)
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0-50765
(Commission File Number)
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16-1694602
(IRS Employer
Identification No.)
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13319 Midlothian Turnpike
Midlothian, Virginia
(Address of Principal Executive Offices)
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23113
(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(804) 897-3900
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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As previously reported by Village Bank
and Trust Financial Corp. (the “Company”) in its Current Report on Form 8-K filed on February 28, 2018, Donald
M. Kaloski, Jr. assumed the position of Chief Financial Officer of the Company, effective as of May 31, 2018, to succeed C. Harril
Whitehurst, Jr., who retired on that date.
Mr. Kaloski is a party to a change of control
agreement, dated May 22, 2018, with the Company. Pursuant to the agreement, if, within 12 months following a “Change of Control”
(as defined in the agreement) of the Company, Mr. Kaloski is terminated by the Company without “Cause” (as defined
in the agreement) or Mr. Kaloski terminates his employment with the Company following a reduction in his base salary of at least
10%, he will be entitled to receive a lump sum cash payment equal to nine months of his monthly base salary (as in effect on his
termination date, or immediately prior to the Change of Control, whichever is greater). Such benefit is contingent upon Mr. Kaloski
signing a customary release and waiver of claims in favor of the Company. As defined in the agreement, the term “Change of
Control” includes, among other things, a sale of securities of the Company representing at least 50% of the Company’s
outstanding shares or voting power, certain merger transactions, and a sale of all or substantially all of the Company’s
assets. As defined in the agreement, the term “Cause” means unlawful or unethical business conduct, dishonesty, a willful
violation of any law, rule, or regulation (other than traffic violations or similar offenses), a material violation of the Company’s
work rules, Code of Ethics or policies, or a material breach of the agreement.
The foregoing summary description of the
change of control agreement is qualified in its entirety by reference to the agreement, a copy of which is attached to this report
as Exhibit 10.1, and is incorporated herein by reference.
All other information required to be reported
under Item 5.02 with respect to Mr. Kaloski’s appointment as chief financial officer was previously reported in the Company’s
Form 8-K filed on February 28, 2018.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibit.
The following exhibit is filed
herewith:
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Exhibit No.
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Description of Exhibit
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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.
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VILLAGE BANK AND TRUST
FINANCIAL CORP.
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(Registrant)
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Date: June 4, 2018
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By:
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/s/
Donald M. Kaloski, Jr.
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Donald M. Kaloski, Jr.
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Executive Vice President
and CFO
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