Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

1. Effective August 22, 2012, Martin L. Brill was elected as a director of the registrant and its wholly-owed subsidiary, First Capital Bank (the "Bank"). Mr. Brill was elected as a Class I director. The current term of the Class I directors expires at the registrant's 2014 annual meeting of stockholders.

There is no arrangement or understanding between Mr. Brill and any other person pursuant to which Mr. Brill was elected as a director of the registrant. Furthermore, there are no existing transactions between Mr. Brill and the registrant or any material plan, contract or arrangement between Mr. Brill, in his capacity as a director, and the registrant to be disclosed.

2. Effective August 22, 2012, Robert G. Whitten was elected as a director of the registrant and its wholly-owed subsidiary, First Capital Bank (the "Bank"). Mr. Whitten was elected as a Class II director. The current term of the Class II directors expires at the registrant's 2013 annual meeting of stockholders.

There is no arrangement or understanding between Mr. Whitten and any other person pursuant to which Mr. Whitten was elected as a director of the registrant. Furthermore, there are no existing transactions between Mr. Whitten and the registrant or any material plan, contract or arrangement between Mr. Whitten, in his capacity as a director, and the registrant to be disclosed.

3. Effective August 22, 2012, Neil P. Amin was elected as a director of the registrant and its wholly-owed subsidiary, First Capital Bank (the "Bank"). Mr. Amin was elected as a Class III director. The current term of the Class III directors expires at the registrant's 2015 annual meeting of stockholders.

There is no arrangement or understanding between Mr. Amin and any other person pursuant to which Mr. Amin was elected as a director of the registrant. Furthermore, there are no existing transactions between Mr. Amin and the registrant or any material plan, contract or arrangement between Mr. Amin, in his capacity as a director, and the registrant to be disclosed, except that the registrant has made loans to one or more borrowers with which Mr. Amin is affiliated, and some of those loans have been personally guaranteed by Mr. Amin. All such loans were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the registrant, and did not involve more than the normal risk of collectability or present other unfavorable features.

All of the foregoing directors will be voted on at the registrant's 2013 Annual Meeting of Stockholders.

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