Boe Financial Services OF Virginia Inc - Current report filing (8-K)
14 Dezember 2007 - 4:12PM
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: December 13, 2007
(Date of earliest event reported)
BOE Financial Services of Virginia, Inc.
(Exact name of registrant as
specified in its charter)
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V
IRGINIA
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000-31711
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54-1980794
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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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1325 Tappahannock Boulevard,
Tappahannock, Virginia 22560
(Address of principal executive offices) (Zip
Code)
Registrants telephone number, including area code: (804) 443-4343
n/a
(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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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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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On December 14, 2007, BOE
Financial Services of Virginia, Inc. (BOE), TransCommunity Financial Corporation and Community Bankers Acquisition Corp. (CBAC) issued a joint press release announcing that BOE and CBAC have entered into an Agreement and Plan
of Merger, dated December 13, 2007 (the Merger Agreement).
A copy of the joint press release announcing the execution of
the Merger Agreement is included as Exhibit 99.1 to this report and is incorporated herein by reference.
Important Additional Information Will be Filed
with the SEC
This communication is being made in respect of the proposed merger of BOE and CBAC. In connection with the proposed
merger, CBAC will file with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4 to register the shares of CBAC common stock to be issued to the shareholders of BOE in the transaction. The registration
statement will include a joint proxy statement/prospectus which will be mailed to the shareholders of BOE and CBAC seeking their approval of the merger. In addition, BOE and CBAC may file other relevant documents concerning the proposed merger with
the SEC.
INVESTORS AND SECURITY HOLDERS OF BOE AND CBAC ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BOE AND CBAC, AND THE PROPOSED
TRANSACTION. Investors and security holders may obtain free copies of these documents (when available) through the website maintained by the SEC at
http://www.sec.gov
. Free copies of the joint proxy statement/prospectus (when available) also
may be obtained by directing a request by telephone or mail to Community Bankers Acquisition Corp., 9912 Georgetown Pike, Ste. D203, Great Falls, Virginia 22066, Attention: Investor Relations (telephone: (703) 759-0751) or BOE Financial
Services of Virginia, Inc., 1325 Tappahannock Blvd., Tappahannock, Virginia 22560, Attention: Investor Relations (telephone: (804) 443-4343) or by accessing BOEs website at
http://www.boefinancial.com
under SEC Filings.
The information on BOEs website is not, and shall not be deemed to be, a part of this report or incorporated into other filings BOE makes with the SEC.
BOE and CBAC and their directors and certain of their executive officers are participants in the solicitation of proxies from the shareholders of BOE and CBAC, respectively, in connection with the merger. Information
about the directors and executive officers of BOE is set forth in the proxy statement for BOEs 2007 annual meeting of shareholders filed with the SEC on April 13, 2007. Information about the directors and executive officers of CBAC is set
forth in its Annual Report on Form 10-K filed with the SEC on June 29, 2007. Additional information regarding these participants in the proxy solicitation and their direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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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99.1
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Press release issued jointly by BOE Financial Services of Virginia, Inc., TransCommunity Financial Corporation and Community Bankers Acquisition Corp., dated December 14, 2007.
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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.
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BOE FINANCIAL SERVICES OF VIRGINIA, INC.
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By:
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/s/ Bruce E. Thomas
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Bruce E. Thomas
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Senior Vice President and Chief Financial Officer
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Date: December 14, 2007
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release issued jointly by BOE Financial Services of Virginia, Inc., TransCommunity Financial Corporation and Community Bankers Acquisition Corp., dated December 14, 2007.
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