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| BTC > SEC Filings for BTC > Form 8-K/A on 28-Jul-2008 | All Recent SEC Filings |
28-Jul-2008
Completion of Acquisition or Disposition of Assets, Material Modif
Effective May 31, 2008, at 11:58 p.m., Community Bankers Trust Corporation,
formerly Community Bankers Acquisition Corp. ("CBTC" or the "Company"),
consummated the merger by and between the Company and TransCommunity Financial
Corporation ("TFC") pursuant to the terms of that certain Agreement and Plan of
Merger, dated as of September 5, 2007 (the "TFC Agreement"), by and between the
Company and TFC providing for the merger of TFC with and into the Company (the
"TFC Merger"). In connection with the TFC Merger, TransCommunity Bank, N.A., a
wholly-owned subsidiary of TFC, became a wholly-owned subsidiary of the Company.
The material terms of the TFC Merger Agreement and certain financial and other
information about the Company and TFC are contained in the Company's
registration statement on Form S-4 (SEC File No. 333-148675) originally filed
January 15, 2008, as amended, the definitive joint proxy statement/prospectus
thereto, filed March 31, 2008 (hereinafter referred to as the "TFC Merger
Proxy"), TFC's annual report on Form 10-K for the year ended December 31, 2007,
filed March 31, 2008 (SEC File No. 000-33355), and TFC's quarterly report on
Form 10-Q for the quarter ended March 31, 2008, filed May 15, 2008 (SEC File
No. 000-33355), each of which are each hereby incorporated by reference.
Under the terms of the TFC Agreement, each share of TFC's issued and
outstanding common stock was converted into 1.4200 shares of the Company's
common stock (the "TFC Exchange Ratio"). In addition, each outstanding option to
purchase shares of TFC's common stock under any of TFC's stock plans vested at
the effective time of the TFC Merger pursuant to its terms and was converted
into an option to acquire the number of shares of CBTC's common stock equal to
the number of shares of common stock underlying the option multiplied by the TFC
Exchange Ratio. The exercise price of each option was adjusted accordingly.
Effective May 31, 2008, at 11:59 p.m., CBTC consummated the merger by and
between the Company and BOE Financial Services of Virginia, Inc. ("BOE")
pursuant to the terms of that certain Agreement and Plan of Merger, dated as of
December 13, 2007 (the "BOE Agreement"), by and between the Company and BOE
providing for the merger of BOE with and into CBTC (the "BOE Merger"). In
connection with the BOE Merger, Bank of Essex, a wholly-owned subsidiary of BOE,
became a wholly-owned subsidiary of the Company. The material terms of the BOE
Merger Agreement and certain financial and other information about the Company
and BOE are contained in the Company's registration statement on Form S-4 (SEC
File No. 333-149384) originally filed February 26, 2008, as amended, the
definitive joint proxy statement/prospectus thereto, filed March 31, 2008
(hereinafter referred to as the "BOE Merger Proxy"), BOE's annual report on Form
10-K for the year ended December 31, 2007, filed March 31, 2008 (SEC File
No. 000-31711), and BOE's quarterly report on Form 10-Q for the quarter ended
March 31, 2008, filed May 15, 2008 (SEC File No. 000-31711), each of which are
each hereby incorporated by reference.
Under the terms of the BOE Agreement, each share of BOE's issued and
outstanding common stock was converted into 5.7278 shares of the Company's
common stock (the "BOE Exchange Ratio"). In addition, each outstanding option to
purchase shares of BOE's common stock under any of BOE's stock plans vested at
the effective time of the BOE Merger pursuant to its terms and was converted
into an option to acquire the number of shares of CBTC's common stock equal to
the number of shares of common stock underlying the option multiplied by the BOE
Exchange Ratio. The exercise price of each option was adjusted accordingly.
The following table sets forth, as of July 10, 2008, information regarding
the beneficial ownership of the voting securities of the Company by:
• all beneficial owners of 5% or more of the voting securities of Community
Bankers, to the best of the Company's knowledge;
• each of the named executive officers and directors of the Company; and
• all of the executive officers and directors as a group.
Common Stock
Name and Address of Beneficial Beneficially
Owner Owned1 Exercisable Options Total Percent of Class1
Wellington Management Company LLP 1,730,196 2 - 1,730,196 8.06 %
75 State Street
Boston, Massachusetts 02109
Gary A. Simanson 1,651,740 3 - 1,651,740 7.69 %
Community Bankers Acquisition LLC
9912 Georgetown Pike, Suite D-203
Great Falls, Virginia 22066
Weiss Multi-Strategy Advisers LLC 1,437,500 4 - 1,437,500 6.70 %
George A. Weiss
Frederick E. Doucette III
One State Street, 20th Floor
Hartford, Connecticut 06103
Morgan Stanley 1,100,000 5 - 1,100,000 5.12 %
1585 Broadway
New York, New York 10036
FrontPoint Partners LLC
Two Greenwich Plaza
Greenwich, Connecticut 06830
Richard F. Bozard 710 5,680 6,390 *
L. McCauley Chenault 13,907 2,692 16,599 *
Alexander F. Dillard 133,463 6 2,979 136,442 *
George B. Elliott 15,511 7 2,692 18,203 *
Page Emerson Hughes, Jr. 16,495 8 860 17,355 *
George M. Longest, Jr. 21,586 9 12,195 33,781 *
Christopher G. Miller 1,420 5,680 7,100 *
Philip T. Minor 80,498 10 3,437 83,935 *
Bruce B. Nolte 39,547 11 47,570 87,117 *
Troy A. Peery, Jr. 14,940 16,330 31,270 *
Eugene S. Putnam, Jr. 75,000 12 - 75,000 *
Patrick J. Tewell 3,550 7,100 10,650 *
Bruce E. Thomas 4,553 13 4,760 9,313 *
Robin Traywick Williams 4,402 10,082 14,484 *
Jack C. Zoeller 6,390 5,680 12,070 *
All directors and executive officers as a group 2,083,712 127,737 2,211,449 10.30 %
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* Represents less than one percent (1%) of total outstanding shares of CBTC common stock.
1 Unless otherwise noted in these footnotes, Community Bankers believes that all shares referenced in this table are owned of record by each person named as beneficial owner and that each person has sole voting and dispositive power with respect to the shares of common stock owned by each of them.
2 Based on
information
derived from
a
Schedule 13G,
dated
June 10,
2008, filed
by such
entity with
the SEC.
Wellington
Management,
in its
capacity as
investment
adviser, may
be deemed to
beneficially
own 1,730,196
shares, which
are held of
record by
clients of
Wellington
Management.
Those clients
have the
right to
receive, or
the power to
direct the
receipt of,
dividends
from, or the
proceeds from
the sale of,
such
securities.
No such
client is
known to have
such right or
power with
respect to
more than
five percent
of this class
of
securities.
3 Based on
information
derived from
Schedule 13Ds,
dated June 13,
2008, filed by
such entities
with the SEC.
As of the date
of the filing,
Gary A.
Simanson
beneficially
owned
1,651,740
shares,
including
1,412,500
shares held by
Community
Bankers
Acquisition,
LLC, of which
Gary A.
Simanson is
the sole
manager and
has sole
voting and
dispositive
power with
respect to
such shares,
and an
additional
239,240 shares
issuable upon
exercise of
outstanding
warrants to
purchase
common stock
also held in
the name of
the Community
Bankers
Acquisition
LLC. Such
shares held by
the
stockholder do
not include
1,052,184
shares
issuable upon
exercise of
1,052,184
warrants to
purchase
common stock,
which warrants
are subject to
restrictions
on
disposition,
including
exercise,
through
June 8, 2010,
pursuant to
option
agreements
between
Community
Bankers
Acquisition
LLC and
certain third
party option
holders. Gary
A. Simanson,
as manager of
Community
Bankers
Acquisition
LLC, has sole
power,
directly or
indirectly, to
dispose or to
direct the
disposition of
all of the
shares of
Common Stock
reported
herein and the
power to vote
or to direct
the vote with
respect to
1,101,740 of
the shares of
Common Stock
reported
herein. Mr.
Simanson is
also the Vice
Chairman of
the board of
directors and
Chief
Strategic
Officer of the
Company.
4 Based on
information
derived from a
Schedule 13G,
dated June 6,
2008, filed by
such entities
with the SEC.
Weiss
Multi-Strategy
Advisers LLC,
George A.
Weiss, and
Frederick E.
Doucette III
have the
shared power
to vote or
direct the
vote of
966,100 shares
and shared
power to
dispose or to
direct the
disposition of
1,437,500
shares and
specifically
disclaim
beneficial
ownership of
the securities
reported
herein except
to the extent
of their
pecuniary
interest
therein.
5 Based on information derived from a Schedule 13G, dated June 9, 2008, filed by such entities with the SEC. The securities being reported upon by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by FrontPoint Partners LLC, a wholly-owned subsidiary of Morgan Stanley.
6 Includes 94,067 shares held by affiliated corporations, close relatives and dependent children or as custodians or trustees.
7 Includes 4,994 shares held by affiliated corporations, close relatives and dependent children or as custodians or trustees.
8 Includes 572 shares held by affiliated corporations, close relatives and dependent children or as custodians or trustees.
9 Includes 687 shares held by affiliated corporations, close relatives and dependent children or as custodians or trustees.
10 Includes 3,476 shares held by affiliated corporations, close relatives and dependent children or as custodians or trustees.
11 Includes 497 shares held by affiliated corporations, close relatives and dependent children or as custodians or trustees.
12 Includes 50,000 shares held by Community Bankers Acquisition LLC to which Mr. Putnam transferred the shares for nominal value pursuant to which he obtained an equivalent membership interest in the transferee concurrent with such transfer and was provided an irrevocable general proxy expiring June 2, 2009, retaining beneficial ownership interest in such shares.
13 Includes 137 shares held by affiliated corporations, close relatives and dependent children or as custodians or trustees.
Reference is made to the disclosure in the TFC Merger Proxy in the section
entitled "Amendments to the Certificate of Incorporation of Community Bankers"
beginning on page 98 thereof and to the disclosure in the BOE Merger Proxy in
the section entitled "Proposal to Amend the Certificate of Incorporation of
Community Bankers" beginning on page 83 thereof, which disclosure is
incorporated herein by reference.
In connection with the filing of the certificates of merger relating to the
TFC Merger and the BOE Merger, the Company filed amended and restated
Certificates of Incorporation with the Delaware Secretary of State effective
May 31, 2008. The current Amended and Restated Certificate of Incorporation of
the Company is filed as Exhibit 3.1 to this Form 8-K.
Item 5.01 Changes in Control of Registrant
Reference is made to Item 2.01 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
The directors and executive officers of the Company upon the consummation of the TFC Merger and the BOE Merger are described in the BOE Merger Proxy in the section entitled "The Merger-Management and Operations After the Merger" beginning on page 72, which is hereby incorporated herein by reference. Reference is made to the description of certain transactions with directors and executive officers contained in the BOE Merger Proxy in the section entitled "Information about Community Bankers Acquisition Corp.-Community Bankers Related Party Transactions" beginning on page 102 and the section entitled "Information about BOE Financial Services of Virginia, Inc.-Interests of Directors and Officers in Certain Transactions" beginning on page 139; and
in the TFC Merger Proxy in the section entitled "Information about
TransCommunity Financial Corporation-Interest of Management and Board of
Directors in Certain Transactions" beginning on page 171 thereof, which are
hereby incorporated herein by reference.
Employment Agreements
In addition, effective as of May 31, 2008, the Company entered into
employment agreements with George M. Longest, Jr. and Bruce E. Thomas. Effective
as of the date of the BOE merger and pursuant to his employment agreement,
Mr. Longest, previously BOE's President and Chief Executive Officer, serves as
President of the Company at a salary determined by the board of directors of the
Company. Effective as of the date of the BOE merger and pursuant to his
employment agreement, Mr. Thomas, previously BOE's Chief Financial Officer,
serves as Chief Financial Officer of the Company at a salary determined by the
board of directors of the Company. The term of each of Mr. Longest and
Mr. Thomas' employment agreements is for three years after the merger date. On
each anniversary of the merger date, upon the review and approval of the board
of directors, the term of the agreement will be extended by an additional year
unless CBTC or the employee give written notice at least 30 days prior to an
anniversary date that no further extensions should occur. The employment
agreement provides for the payment of two months salary upon the death of the
executive.
In the case of termination by CBTC without cause or by the employee for good
reason, each of Messrs. Longest and Thomas' employment agreements requires that
the employee receive his base salary and certain health benefits for 24 months
following the date of termination. For the purposes of Messrs. Longest and
Thomas' employment agreements, good reason means the continued assignment to the
employee of duties inconsistent with the employee's position as contemplated in
the agreement, any action taken by the Company that results in a substantial
reduction in the employee's status, the relocation of the employee to any other
primary place of employment that might require the employee to move his
residence which includes any reassignment to a place of employment located more
than 35 miles from the employee's initially assigned place of employment (which
includes both Tappahannock and Richmond, Virginia) without the employee's
written consent, and any failure by the Company, or any successor following a
change in control, to comply with the compensation and benefit requirements of
the employment agreement. Each agreement also provides that within two years
following a change in control, if employment is terminated by the surviving
corporation without cause or by the employee for good reason within 120 days
after the occurrence of good reason, the employee will be entitled to accrued
obligations, a salary continuance benefit equal to 2.99 times the employee's
final compensation and health care continuance.
The employment agreement imposes certain limitations on the employee,
precluding the employee from soliciting the Company's or bank's employees and
customers and, without prior written consent of the Company, competing with the
Company or the bank by forming, serving as an organizer, director, officer or
consultant to, or maintaining more than one percent passive investment in a
depository financial institution or holding company if such entity has one or
more offices or branches located within a 10-mile radius of the headquarters or
any branch banking office of the Company or bank. These limitations will be for
a period of two years from the date on which the employee ceased to be an
employee of the Company except that in the case of a termination without cause
or for good reason following a change in control, the non-compete and customer
solicitation restrictions will be in force for only one year.
In addition, on May 27, 2008, TFC entered into employment agreements with
each of Bruce B. Nolte, Patrick J. Tewell and M. Andrew McLean, and by its
signature thereto the Company acknowledged that it would succeed to all of the
rights and obligations of TFC thereunder when the TFC merger became effective.
Effective as of the date of the TFC merger and pursuant to his employment
agreement, Mr. Nolte, previously TFC's President and Chief Executive Officer,
serves as Chief Executive Officer of the Company at a salary of $205,000 per
year with base salary increases and incentive, bonus compensation or other
compensation in the amounts determined by the board of directors. Effective as
of the date of the TFC merger and pursuant to his employment agreement,
Mr. Tewell, previously TFC's Chief Financial Officer, serves as Chief Accounting
Officer of the Company at a salary of $140,000 per year with base salary
increases and incentive, bonus compensation or other compensation in the amounts
determined by the board of directors. Effective as of the date of the TFC merger
and pursuant to his employment agreement, Mr. McLean continues to serve as
President of TransCommunity Bank, N.A. at a salary of $185,000 per year with
base salary increases and incentive, bonus compensation or other compensation in
the amounts determined by the board of directors. The term of Mr. Nolte's
employment agreement is until December
31, 2009. The term of each of Messrs. Tewell and McLean's employment agreements
is until May 27, 2011. Each employment agreement provides for the payment of the
salary which otherwise would be payable through the end of the month in which
the death occurs upon the death of the executive.
Each of Messrs. Nolte, Tewell, and McLean's employment agreements provide
compensation upon the termination of employment without cause or by the employee
for good reason. For the purposes of their employment agreements, good reason
means the assignment of duties which result in the executive having
significantly less authority or responsibility than he has on the date of the
employment agreement without his written consent, requiring the employee to
maintain his principal office or offices outside the counties of Henrico or
Essex, Virginia unless the Company moves its principal executive offices to the
place to which the employee is required to move, a reduction of the employee's
base salary, and the Company's failure to comply with any material term of the
employment agreement after the employee has given 30 days notice of such
noncompliance.
In the case of termination of Mr. Nolte's employment by the Company without
cause or by Mr. Nolte for good reason or in the case his employment agreement
terminates on December 31, 2009 and he is still employed by the Company,
Mr. Nolte's agreement requires that he receive an amount equal to two times the
sum of his rate of base salary in effect immediately preceding such termination
or immediately preceding December 31, 2009 and the amount of any bonus paid to
the employee during the calendar year preceding the calendar year in which the
employment terminates or the year prior to the December 31, 2009 termination
date, as applicable. In addition, he would receive any bonus or short term
incentive compensation earned, but not yet paid, for a year prior to the year in
which his employment terminates or the year prior to December 31, 2009
termination date, as applicable, as well as certain health benefits for one year
following the date of termination.
In the case of termination of Mr. Tewell's employment by the Company without
cause or by Mr. Tewell for good reason, Mr. Tewell's agreement requires that he
receive an amount equal to one times the sum of his rate of base salary in
effect immediately preceding such termination and the amount of any bonus paid
to him during the calendar year preceding the calendar year in which the
employment terminates. In addition, he would receive any bonus or short term
incentive compensation earned, but not yet paid, for a year prior to the year in
which his employment terminates, as applicable, as well as certain health
benefits for one year following the date of termination.
In the case of termination of Mr. McLean's employment by the Company without
cause or by Mr. McLean for good reason, Mr. McLean's agreement requires that he
receive an amount equal to two times the sum of his rate of base salary in
effect immediately preceding such termination and the amount of any bonus paid
to him during the calendar year preceding the calendar year in which the
employment terminates. In addition, he would receive any bonus or short term
incentive compensation earned, but not yet paid, for a year prior to the year in
which his employment terminates, as applicable, as well as certain health
benefits for one year following the date of termination.
Each employment agreement includes certain covenants not to compete, provided
employment is not terminated for "cause." Mr. Nolte's employment agreement
precludes the employee from serving as Chief Executive Officer or other
executive officer of any bank or bank holding company within 25 miles of
headquarters of the Company or within 25 miles of any bank branch operated by
the Company. Mr. McLean's employment agreement precludes the employee from
serving as President or Chief Executive Officer of any bank or bank holding
company within 25 miles of headquarters of the Company or within 25 miles of any
bank branch operated by the Company. In addition, Messrs. Nolte and McLean's
respective employment agreements preclude the employee from inducing or
soliciting any employee of the Company to terminate his or her relationship with
the Company, soliciting or diverting away or attempting to solicit or divert
away any customer of the Company for the purpose of selling or providing
competitive services for a period of 24 months from the date on which the
employee ceased to be an employee of the Company. Mr. Tewell's employment
agreement precludes him from inducing or soliciting any employee of the Company
to terminate his or her relationship with the Company for a period of 12 months
from the date on which he ceased to be an employee of the surviving corporation.
Change in Control Agreements
On May 27, 2008, TFC also entered into change in control agreements with each
of Messrs. Nolte, Tewell and McLean, and by its signature thereto the Company
acknowledged that it would succeed to all of the rights and obligations of TFC
thereunder when the TFC merger became effective. In the event that a change in
control occurs during employee's employment and within the period beginning on
the date of closing of the change in control and ending one year after,
employee's employment with the Company is terminated by the Company without
cause or by the employee for good reason, the Company will owe the employee
certain severance pay, benefits and vesting of stock awards.
Mr. Nolte's change in control agreement provides for two times the sum of his
annual base salary in effect on his termination of employment or the change in
control date, whichever is greater, plus the amount of any bonus paid to him
during the calendar year preceding the calendar year in which the change in
control occurs. The Company will also continue the payment of all premiums due
under the long-term care insurance policy purchased for Mr. Nolte until payments
under the policy are satisfied. Mr. Tewell's change in control agreement
provides for one times the sum of his annual base salary in effect on his
termination of employment or the change in control date, whichever is greater,
plus the amount of any bonus paid to him during the calendar year preceding the
calendar year in which the change in control occurs. The Company will also
continue to provide certain health and life insurance benefits to Mr. Tewell for
a period up to one year following the date of termination. Mr. McLean's change
in control agreement provides for two times the sum of his annual base salary in
effect on his termination of employment or the change in control date, whichever
is greater, plus the amount of any bonus paid to him during the calendar year
preceding the calendar year in which the change in control occurs. The Company
will also continue to provide certain health and life insurance benefits to
Mr. McLean for a period up to one year following the date of termination.
Each agreement also provides to the extent that the employee has been granted
options, stock awards or other equity compensation under the Company's equity
compensation plan, that upon a change in control, the employee's interest in
such awards be fully exercisable, vested and nonforfeitable as of the date of
the change in control.
Item 5.06 Change in Shell Company Status
Reference is made to Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Each of the financial statements set forth in the following is hereby
incorporated by reference:
• TFC's annual report on Form 10-K for the year ended December 31, 2007,
filed on March 31, 2008 (SEC File No. 000-33355);
• TFC's quarterly report on Form 10-Q for the quarter ended March 31, 2008, filed on May 15, 2008 (SEC File No. 000-33355);
. . .
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