Amended Current Report Filing (8-k/a)
03 Junho 2013 - 11:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): June 3, 2013
Virginia Commerce
Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Virginia
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000-28635
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54-1964895
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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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5350 Lee Highway, Arlington, Virginia 22207
(Address of
principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: 703.534.0700
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 filing General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Explanatory Note
This current report on Form 8-K/A updates information provided on a Form
8-K filed April 29, 2013, relating to disclosures made under Item 5.07,
Submission of Matters to a Vote of Security Holders, associated with the
Virginia Commerce Bancorp, Inc. (the “Company”) Annual Meeting of
Stockholders held on April 24, 2013 (the “2013 Annual Meeting”).
Item 5.07. Submission of Matters to a Vote of Security
Holders.
As previously reported, at the 2013 Annual Meeting, in a non-binding
advisory vote, over a majority of the votes cast voted in favor of one
year as the frequency with which the Company should hold future
non-binding advisory votes on the compensation of our named executive
officers. In light of these voting results and other factors, the
Company plans to hold future non-binding advisory votes on the
compensation of our named executive officers on an annual basis to the
extent the Company holds any future annual meetings of stockholders. As
previously disclosed, the Company has entered into a definitive merger
agreement with United Bankshares, Inc. (“United”) pursuant to which the
Company will merge with and into a wholly-owned subsidiary of United.
The merger, which is subject to approval by the stockholders of each of
the Company and United, receipt of applicable regulatory approvals and
customary closing conditions, is expected to close in the fourth quarter
of 2013.
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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VIRGINIA COMMERCE BANCORP, INC.
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By:
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/s/ Mark S. Merrill
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Mark S. Merrill
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Executive Vice President, Chief Financial Officer
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Dated:
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June 3, 2013
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