FCVA (MM)

 

 

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): June 24, 2014

 

 

FIRST CAPITAL BANCORP, INC.

(Name of Small Business Issuer in its charter)

 

 

 

Virginia		001-33543		11-3782033
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

4222 Cox Road Glen Allen, VA		23060
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: (804) 273-1160

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:

 

¨	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))

 

 

 

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Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 23, 2014, First Capital Bancorp, Inc. (the “Corporation”) filed Articles of Amendment to the Corporation’s Articles of Incorporation with the Virginia State Corporation Commission to change the par value of the Corporation’s Common Stock from $4.00 per share to $.01 per share. The Articles of Amendment became effective on June 24, 2014. The amendment was approved by the Corporation’s Board of Directors on May 21, 2014. Under the Virginia Stock Corporation Act, shareholder approval of the amendment was not required.

The above description of the Articles of Amendment is intended as a summary only and it is qualified in its entirety by the terms and conditions set forth therein. The Articles of Amendment are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit No.		Designation of Exhibit
3.1		Articles of Amendment to the Articles of Incorporation dated June 6, 2014.

 

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SIGNATURE

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.

 

				FIRST CAPITAL BANCORP, INC.
Date: June 24, 2014				By:		/s/ John M. Presley
						John M. Presley
						Chief Executive Officer and Managing Director

 

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INDEX TO EXHIBITS

 

Exhibit
3.1		Articles of Amendment to the Articles of Incorporation dated June 6, 2014.

 

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Exhibit 3.1

ARTICLES OF AMENDMENT TO

THE ARTICLES OF INCORPORATION

OF

FIRST CAPITAL BANCORP, INC.

ARTICLE I

Name

The name of the Corporation is:

First Capital Bancorp, Inc.

ARTICLE II

Text of Amendment

The text of the amendment is as follows:

1. The provisions of Article III of the Articles of Incorporation shall be amended by deleting the first sentence thereof and replacing it with the following:

“The Corporation shall have authority to issue thirty million (30,000,000) shares of Common Stock, par value $.01 per share, and two million (2,000,000) shares of Preferred Stock, par value $4.00 per share.”

The balance of such Article III shall not be amended in any way.

ARTICLE III

Approval by Directors

At a meeting duly called and held on May 21, 2014, the Board of Directors of the Corporation approved and found the amendment to be in the best interest of the Corporation.

ARTICLE IV

Approval by Shareholders

Shareholder approval of the amendment was not required pursuant to the provisions of Section 13.1-706 of the Virginia Stock Corporation Act, which authorizes the Corporation’s Board of Directors to amend the Corporation’s Articles of Incorporation to change the par value of any class of shares without shareholder approval.

 

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ARTICLE V

Effective Date

These Articles of Amendment shall become effective upon the issuance of the Certificate of Amendment.

The undersigned Chief Executive Officer and Managing Director of First Capital Bancorp, Inc. declares the facts herein stated are true as of June 6, 2014.

 

 

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