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: May 22, 2008
(Date of earliest event reported)
SHORE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 000-23847 54-1873994
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
25020 Shore Parkway, Onley, Virginia 23418
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (757) 787-1335
n/a
(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 (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 8.01. Other Events.
On May 22, 2008, Shore Financial Corporation issued a press release
announcing shareholder approval of Hampton Roads Bankshares' acquisition of
Shore Financial Corporation.
A copy of the press release is attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
------------ ---------------------------------
99.1 Press Release dated May 22, 2008.
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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.
SHORE FINANCIAL CORPORATION
By: /s/ Steven M. Belote
--------------------------------
Steven M. Belote
Senior Vice President and
Chief Financial Officer
Date: May 23, 2008
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EXHIBIT INDEX
Exhibit No. Description
------------ ---------------------------------
99.1 Press Release dated May 22, 2008.
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Exhibit 99.1
SHAREHOLDERS APPROVE HAMPTON ROADS BANKSHARES'
ACQUISITION OF SHORE FINANCIAL CORPORATION
NORFOLK, VIRGINIA AND ONLEY, VIRGINIA, May 22, 2008: At their respective
meetings held today, shareholders of Hampton Roads Bankshares, Inc. (NASDAQ:
HMPR), the financial holding company for Bank of Hampton Roads, and Shore
Financial Corporation (NASDAQ: SHBK), the financial holding company for Shore
Bank, approved the merger of Shore Financial Corporation with and into Hampton
Roads Bankshares.
In addition to shareholder support, Hampton Roads Bankshares has received
regulatory approval from the Federal Reserve Bank and the Virginia State
Corporation Commission's Bureau of Financial Institutions to acquire Shore
Financial Corporation. The transaction is scheduled to close on June 2, 2008.
Shore Financial Corporation, based in Onley, Virginia, is the holding company
for Shore Bank, which serves the Eastern Shore of Maryland and Virginia through
eight full-service banking facilities and twenty-two ATMS. Through its
affiliates, Shore Bank also offers title insurance and investment products.
Jack W. Gibson, Vice Chairman, President and Chief Executive Officer of Hampton
Roads Bankshares, stated, "The addition of Shore Bank with Bank of Hampton Roads
under Hampton Roads Bankshares, brings together two extraordinary banks with
excellent reputations, similar performance-driven cultures, and operating
strengths that are highly complimentary. Both of our organizations share a
vision to grow and be the market leader without compromising profitability.
Shore's talented and well-respected management team will be instrumental in
guiding our growth into this market and helping us to take advantage of future
opportunities throughout the Delmarva Peninsula."
Subsequent to the completion of the merger, Shore Bank will maintain its
competitive distinction and brand by operating as a subsidiary of Hampton Roads
Bankshares. Scott C. Harvard will continue to serve as President and Chief
Executive Officer of Shore Bank and as an Executive Vice President of Hampton
Roads Bankshares.
Scott C. Harvard, President and Chief Executive Officer of Shore Financial
Corporation, commented, "We are delighted to be joining forces with an
organization that like Shore Bank, has such a rich history of serving their
customers, communities, employees and shareholders. That history has led to
consistent growth and profitability for both banking companies. The combined
organization will have depth of talent, expanded services for our customers and
the resources to expand our footprint across new markets."
About Hampton Roads Bankshares
Hampton Roads Bankshares, Inc. is a financial holding company that was formed in
2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiary
is Bank of Hampton Roads, which opened for business in 1987. The Bank engages in
general community and commercial banking business, targeting the needs of
individuals and small to medium-sized businesses. Currently, the Bank operates
eighteen banking offices in the Hampton Roads region of southeastern Virginia.
Shares of Hampton Roads Bankshares common stock are traded on the NASDAQ Global
Select Market under the symbol HMPR. Additional information about the Company
and its subsidiaries can be found on the Web at www.bankofhamptonroads.com.
About Shore Financial Corporation
Shore Financial Corporation is headquartered on the Eastern Shore of Virginia.
Its stock is traded on the NASDAQ Global Stock Market under the symbol SHBK. Its
banking subsidiary, Shore Bank, serves the Eastern Shore of Maryland and
Virginia through eight full-service banking facilities, twenty-two ATMs and
twenty-four hour telephone and online banking services. Through banking
subsidiaries and affiliated companies, the bank provides title insurance and non
deposit investment products. For more information about Shore Financial visit
www.shorebank.com.
Certain statements in this report may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that include projections, predictions,
expectations, or beliefs about events or results or otherwise are not statements
of historical facts. Although the Company believes that its expectations with
respect to certain forward-looking statements are based upon reasonable
assumptions within the bounds of its existing knowledge of its business and
operations, there can be no assurance that actual results, performance or
achievements of the Company will not differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Actual future results and trends may differ materially from
historical results or those anticipated depending on a variety of factors. For
an explanation of the risks and uncertainties associated with forward-looking
statements, please refer to the Company's Annual Report on Form 10-K for the
year ended December 31, 2007, and other reports filed and furnished to the
Securities and Exchange Commission. The Company undertakes no obligation to
update any forward-looking statements made in this press release and 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.
CONTACT:
Hampton Roads Bankshares, Inc. Shore Financial Corporation
999 Waterside Drive, Suite 200 25020 Shore Parkway
Norfolk, VA 23510 Onley, Virginia 23418
Attention: Jack W. Gibson Attention: Scott C. Harvard
Telephone Number: (757) 217-1000 Telephone Number: (757) 787-1335
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