Filed
by Hampton Roads Bankshares, Inc.
pursuant
to Rule 425 under the Securities Act of 1933,
as
amended, and deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended.
Subject
Company: Shore Financial Corporation
Commission
File No.: 000-23847
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)
March 11,
2008
Hampton
Roads Bankshares, Inc. ____
(Exact name
of registrant as specified in its charter)
|
Virginia
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005-62335
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54-2053718
|
|
(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
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999 Waterside Drive, Suite
200, Norfolk, VA 23510
(Address of
principal executive offices) (Zip Code)
Registrant's
telephone number, including area code
(757)
217-1000
|
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:
|
|
X
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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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¨
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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
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 11,
2008, the Board of Directors of Hampton Roads Bankshares, Inc. (the “Company”)
adopted amendments to its bylaws (the “Bylaws”). The amendments to the Bylaws
revised a number of sections, including section 1.7 (to allow proxies to be
voted by means other than writing), section 2.4 (to allow the Board to adopt
parameters for attendance at meetings other than in person), section 2.7 (to
further allow the Board to adopt requirements or privileges for retired
Directors or Director Emeritus), in Article III and Article IV (to allow for
expansion in the Company’s offices and officers and each officers’ attendant
duties and responsibilities) and to section 5.2 (to authorize the Board of
Directors to permit the issuance and process the transfer of uncertificated
shares of the Company’s capital stock). A copy of the Company’s
Bylaws, as amended to date, is filed as Exhibit 3.2 to this report and is
incorporated by reference into this item 5.03.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits:
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Exhibit
No.
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Exhibit
Title
|
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3.2
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By laws
of Hampton Roads Bankshares, Inc.
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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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|
Hampton
Roads Bankshares, Inc.
|
|
Date
March 12, 2008
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By:
/s/ Jack W.
Gibson
Jack W.
Gibson
President
and Chief Executive
Officer
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