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| VBFC > SEC Filings for VBFC > Form 8-K on 17-Oct-2008 | All Recent SEC Filings |
17-Oct-2008
Completion of Acquisition or Disposition of Assets, Change i
On October 14, 2008, Village Bank & Trust Financial Corp. (the "Company") completed the acquisition (the "Merger") of River City Bank ("River City"). The Merger was made pursuant to an Agreement and Plan of Reorganization and Merger (the "Merger Agreement") dated March 9, 2008 by and among the Company, Village Bank, the Company's wholly-owned subsidiary, and River City.
Under the terms of the Merger, each outstanding share of common stock of River City was converted into the right to receive one share of the Company's common stock or $11.00 in cash, or a combination thereof based on election and allocation procedures. The Company will issue 80% of the merger consideration in stock, or approximately 1,440,000 shares, and will pay 20% of the merger consideration in cash, or approximately $4,000,000, to the shareholders of River City.
In connection with the Merger, River City will merge with and into Village Bank.
A copy of the press release announcing the completion of the Merger is being filed as Exhibit 99.1 to this report.
Election of Directors
Effective upon the completion of the Merger on October 14, 2008, our Board of Directors (the "Board") increased its size from 9 members to 12 members and, as provided for in the Merger Agreement, elected Michael A. Katzen, formerly the Chairman of the board of directors of River City, and O. Woodland Hogg, Charles E. Walton, and John T. Wash, Sr., formerly members of the River City board of directors, to the Board of the Company. Mr. Katzen and Mr. Hogg were appointed to the class of directors whose term expires in 2009, Mr. Wash was appointed to the class of directors whose term expires in 2010, and Mr. Walton was appointed to the class of directors whose term expires in 2011.
Resignation of Director
Effective upon the completion of the Merger on October 14, 2008, Dean T. Patrick resigned from the Company's Board. Mr. Patrick's resignation was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
(a) Financial Statements of Businesses Acquired
The financial statements required by this item are not being filed herewith. To the extent such information is required by this item, it will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is not being filed herewith. To the extent such information is required by this item, it will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits. The following exhibit is being furnished pursuant to Item 2.01 above.
99.1 Press Release dated October 16, 2008
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