Amended Current Report Filing (8-k/a)
June 16 2017 - 2:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K/A
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 1, 2017
BAY BANKS OF VIRGINIA, INC.
(Exact Name of Registrant as Specified in Charter)
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Virginia
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0-22955
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54-1838100
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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100 S. Main Street, Kilmarnock, Virginia 22482
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (804)
435-1171
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):
☐
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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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☐
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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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☐
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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 or Rule
12b-2
of the Securities Exchange Act of 1934.
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
EXPLANATORY NOTE
On April 6, 2017, Bay Banks of Virginia, Inc. (the Company) filed a current report on Form
8-K
reporting the completion of its merger with Virginia BanCorp Inc. (Virginia BanCorp) on April 1, 2017 (the Original Form
8-K).
In that
filing, the Company indicated that it would amend the Form
8-K
at a later date to include the financial information required by Item 9.01 of Form
8-K.
This amendment to
the Original Form
8-K
is being filed solely to provide such financial information, which is attached to this report as Exhibits 99.1 and 99.2. No other changes are being made to the Original Form
8-K.
Item 9.01
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Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
The consolidated financial statements of Virginia BanCorp as of and for the years ended December 31, 2016 and 2015 are attached
hereto as Exhibit 99.1 and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed consolidated financial information of the Company and Virginia BanCorp as of and for the year ended
December 31, 2016 is attached hereto as Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits.
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Exhibit
No.
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Description of Exhibit
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23
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Consent of Yount, Hyde & Barbour, P.C.
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99.1
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Consolidated Financial Statements of Virginia BanCorp Inc. as of and for the years ended December 31, 2016 and 2015
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99.2
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Unaudited Pro Forma Combined Condensed Consolidated Financial Information as of and for the year ended December 31, 2016
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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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BAY BANKS OF VIRGINIA, INC.
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(Registrant)
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Date: June 16, 2017
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By:
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/s/ James A. Wilson, Jr.
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James A. Wilson, Jr.
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description of Exhibit
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23
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Consent of Yount, Hyde & Barbour, P.C.
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99.1
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Consolidated Financial Statements of Virginia BanCorp Inc. as of and for the years ended December 31, 2016 and 2015
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99.2
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Unaudited Pro Forma Combined Condensed Consolidated Financial Information as of and for the year ended December 31, 2016
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4