- Current report filing (8-K)
October 29 2012 - 8:44AM
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): October 26, 2012
INTERVEST BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-23377
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13-3699013
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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1 Rockefeller Plaza, Suite 400 New York, New York
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10020-2002
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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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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 Companys Fixed Rate Cumulative Perpetual Preferred
Stock, Series A (the Series A Preferred Stock), which stock was issued in connection with the Companys 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 Companys 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
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Submission of Matters to a Vote of Security Holders
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Mr. C. Wayne Crowell was appointed as a director by the United States Treasury as the sole holder of the Companys Series A Preferred Stock, acting by a written consent dated October 24,
2012.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press Release
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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 thereunto duly authorized.
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INTERVEST BANCSHARES CORPORATION
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Date: October 29, 2012
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By:
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/s/ Lowell S. Dansker
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Lowell S. Dansker
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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Date: October 29, 2012
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By:
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/s/ John J. Arvonio
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Chief Financial and Accounting Officer
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(Principal Financial Officer)
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