Amended Current Report Filing (8-k/a)
June 13 2019 - 12:22PM
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, 2019
AMERICAN NATIONAL BANKSHARES INC.
(Exact name of registrant as specified in its charter)
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Virginia
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0-12820
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54-1284688
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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628 Main Street
Danville, Virginia 24541
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (434)
792-5111
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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $1.00 par value
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AMNB
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Nasdaq Global Select Market
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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 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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 4, 2019, American National Bankshares Inc. (American National) filed a Form
8-K
reporting the completion of its acquisition of HomeTown Bankshares Corporation (HomeTown) effective on April 1, 2019. In that filing, American National 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 American Nationals April 4, 2019
Form
8-K
is being filed to provide such financial information, which is attached to this report as Exhibits 99.1 and 99.2.
Item 9.01.
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Financial Statements and Exhibits.
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(a)
Financial statements of the businesses acquired.
The audited consolidated balance sheets of HomeTown as of December 31, 2018 and 2017, and the related consolidated statements of income,
comprehensive income, changes in stockholders equity, and cash flows for the years then ended, and the related notes and report of independent registered public accounting firm thereto, are attached hereto as Exhibit 99.1 and incorporated by
reference herein (collectively, the HomeTown Audited Information).
(b)
Pro forma financial information.
The American National and HomeTown unaudited pro forma condensed combined balance sheet as of December 31, 2018, and the
unaudited pro forma condensed combined statements of income for the year ended December 31, 2018, and the related notes to the unaudited pro forma condensed combined financial information, are attached hereto as Exhibit 99.2 and
incorporated by reference herein (collectively, the American-HomeTown Pro Forma Financial Information).
(d)
Exhibits.
The following exhibits are filed herewith:
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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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American National Bankshares Inc.
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Date: June 13, 2019
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By:
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/s/ William W. Traynham
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William W. Traynham
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Executive Vice President and
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Chief Financial Officer
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