- Current report filing (8-K)
2009年11月6日 - 6:30AM
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 30, 2009
FIRST BANKSHARES, INC.
(Exact name of registrant as
specified in its charter)
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Virginia
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000-53380
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80-0229922
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3535 Bridge Road
P.O. Box 1340
Suffolk, Virginia
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23439
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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: (757) 934-8200
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:
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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 1.01.
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Entry into a Material Definitive Agreement.
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On October 30, 2009, First Bankshares, Inc. (First Bankshares) and Xenith Corporation (Xenith) entered into an amendment (Amendment No. 3) to the Agreement of
Merger, dated May 12, 2009 and amended as of August 14, 2009 and as of October 15, 2009, between First Bankshares and Xenith (the Merger Agreement), pursuant to which Xenith will merge with and into First Bankshares, which
will be the surviving legal entity.
Amendment No. 3 amends and restates Section 11.01(b)(i) of the Merger Agreement
in its entirety in order to extend the End Date, as such term is defined in the Merger Agreement, from October 30, 2009 to November 19, 2009 and to make certain other changes to such section. This description of Amendment
No. 3 is qualified in its entirety by reference to Amendment No. 3, which is attached hereto as Exhibit 2.2.3 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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2.2.3
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Amendment No. 3, dated as of October 30, 2009, to Agreement of Merger, dated May 12, 2009 and amended as of August 14, 2009 and as of October 15, 2009, between First
Bankshares, Inc. and Xenith Corporation
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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 hereunto duly authorized.
Date: November 5, 2009
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FIRST BANKSHARES, INC.
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By:
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S
/ R
OBERT
E.
C
LARY
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Robert E. Clary, CPA
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit
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2.2.3
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Amendment No. 3, dated as of October 30, 2009, to Agreement of Merger, dated May 12, 2009 and amended as of August 14, 2009 and as of October 15, 2009, between
First Bankshares, Inc. and Xenith Corporation
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