ACCESS NATIONAL CORPORATION (NASDAQ:ANCX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In connection with the merger (the “Merger”) of Middleburg
Financial Corporation (“Middleburg”) with and into Access
National Corporation (“Access”) to the Agreement and Plan of
Reorganization, dated as of October 21, 2016 (the “Merger
Agreement”), on March 15, 2017, the Board of Directors of Access
approved, contingent upon and effective immediately upon the
consummation of the Merger, the appointment of Jeffrey H. Culver
as Executive Vice President and Chief Operating Officer of Access
National Bank. Mr. Culver entered into an employment agreement
with Access, dated as of October 21, 2016, which will become
effective upon the closing of the Merger (the “Culver Employment
Agreement”). The Culver Employment Agreement is included as
Exhibit 10.21 to this Current Report on Form 8-K and is hereby
incorporated by reference herein. In addition, Mr. Culver is a
shareholder of Middleburg and will receive shares of Access to
the Merger.
Financial Corporation (“Middleburg”) with and into Access
National Corporation (“Access”) to the Agreement and Plan of
Reorganization, dated as of October 21, 2016 (the “Merger
Agreement”), on March 15, 2017, the Board of Directors of Access
approved, contingent upon and effective immediately upon the
consummation of the Merger, the appointment of Jeffrey H. Culver
as Executive Vice President and Chief Operating Officer of Access
National Bank. Mr. Culver entered into an employment agreement
with Access, dated as of October 21, 2016, which will become
effective upon the closing of the Merger (the “Culver Employment
Agreement”). The Culver Employment Agreement is included as
Exhibit 10.21 to this Current Report on Form 8-K and is hereby
incorporated by reference herein. In addition, Mr. Culver is a
shareholder of Middleburg and will receive shares of Access to
the Merger.
Mr. Culver, age 48, was appointed Senior Executive Vice President
and Chief Operating Officer of Middleburg and Middleburg Bank in
2013. From 2008 to 2012, Mr. Culver served as Executive Vice
President and Chief Operating Officer of Middleburg and
Middleburg Bank. Mr. Culver has also served as Corporate
Secretary for Middleburg since November 2008. From May 2007 until
December 2008, he served as Senior Vice President, Credit
Administration and Strategic Planning for Middleburg. From 2003
to 2007, Mr. Culver was Senior Vice President, Credit
Administration. Mr. Culver holds a bachelor of arts degree from
Ursinus College and master of arts degree in economics from
American University. There are no family relationships between
Mr. Culver and any of Access’s directors or executive officers.
Mr. Culver does not have any material interest in any
transactions, relationships or arrangements with Access that
would require disclosure under Item 404(a) of Regulation S-K
promulgated under the Securities Exchange Act of 1934, as
amended.
and Chief Operating Officer of Middleburg and Middleburg Bank in
2013. From 2008 to 2012, Mr. Culver served as Executive Vice
President and Chief Operating Officer of Middleburg and
Middleburg Bank. Mr. Culver has also served as Corporate
Secretary for Middleburg since November 2008. From May 2007 until
December 2008, he served as Senior Vice President, Credit
Administration and Strategic Planning for Middleburg. From 2003
to 2007, Mr. Culver was Senior Vice President, Credit
Administration. Mr. Culver holds a bachelor of arts degree from
Ursinus College and master of arts degree in economics from
American University. There are no family relationships between
Mr. Culver and any of Access’s directors or executive officers.
Mr. Culver does not have any material interest in any
transactions, relationships or arrangements with Access that
would require disclosure under Item 404(a) of Regulation S-K
promulgated under the Securities Exchange Act of 1934, as
amended.
Also in connection with the Merger, the Access Board of Directors
approved, contingent upon and effective immediately upon the
consummation of the Merger, the appointment of six current
directors of Middleburg, John C. Lee, IV, Childs F. Burden, Gary
D. LeClair, Mary Leigh McDaniel, Janet A. Neuharth, and Gary R.
Shook, to the Board of Directors of Access. John C. Lee, IV,
current Chairman of Middleburg’s Board of Directors, will serve
as Chairman of Access’s Board of Directors following the Merger.
Michael G. Anzilotti, Access’s current Chairman of the Board of
Directors, will serve as Vice Chairman; and the Executive
Committee of the Access Board of Directors shall be Mr.
Anzilotti, Martin S. Friedman, Michael W. Clarke, Mr. Lee, IV,
and Mr. Shook. Each director of Access following the Merger will
also serve as a director of Access National Bank. Such directors
will be compensated on the same basis as current Access
directors. For more information on Access director compensation
for 2017, please see Exhibit 10.5 to Access’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2016, as filed
with the Securities and Exchange Commission (“SEC”) on March
16, 2017 (SEC File No. 000-49929), which information is hereby
incorporated by reference herein.
approved, contingent upon and effective immediately upon the
consummation of the Merger, the appointment of six current
directors of Middleburg, John C. Lee, IV, Childs F. Burden, Gary
D. LeClair, Mary Leigh McDaniel, Janet A. Neuharth, and Gary R.
Shook, to the Board of Directors of Access. John C. Lee, IV,
current Chairman of Middleburg’s Board of Directors, will serve
as Chairman of Access’s Board of Directors following the Merger.
Michael G. Anzilotti, Access’s current Chairman of the Board of
Directors, will serve as Vice Chairman; and the Executive
Committee of the Access Board of Directors shall be Mr.
Anzilotti, Martin S. Friedman, Michael W. Clarke, Mr. Lee, IV,
and Mr. Shook. Each director of Access following the Merger will
also serve as a director of Access National Bank. Such directors
will be compensated on the same basis as current Access
directors. For more information on Access director compensation
for 2017, please see Exhibit 10.5 to Access’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2016, as filed
with the Securities and Exchange Commission (“SEC”) on March
16, 2017 (SEC File No. 000-49929), which information is hereby
incorporated by reference herein.
Each Middleburg director who is being appointed to the Access
Board is a shareholder of Middleburg and will receive shares of
Access to the Merger. Other than as disclosed under the
“Interests of Certain Middleburg Directors and Executive
Officers in the Merger” section of the proxy
statement/prospectus dated February 1, 2017 relating to the
Merger as filed by Access to Rule 424(b) under the Securities Act
of 1933, as amended, with the SEC on February 1, 2017 (SEC File
No. 333-215054) (the “Joint Proxy Statement/Prospectus”), there
are no arrangements or understandings between any of the
Middleburg directors named above and any other person to which he
or she was selected as a director and there are no material
transactions between any of the Middleburg directors named above
and Access or Access National Bank. The employment agreement
between Mr. Shook and Access National Bank, Middleburg Investment
Group, Inc. and Middleburg Trust Company (the “Shook Employment
Agreement”) is included as Exhibit 10.20 to this Current Report
on Form 8-K and is hereby incorporated by reference herein.
Board is a shareholder of Middleburg and will receive shares of
Access to the Merger. Other than as disclosed under the
“Interests of Certain Middleburg Directors and Executive
Officers in the Merger” section of the proxy
statement/prospectus dated February 1, 2017 relating to the
Merger as filed by Access to Rule 424(b) under the Securities Act
of 1933, as amended, with the SEC on February 1, 2017 (SEC File
No. 333-215054) (the “Joint Proxy Statement/Prospectus”), there
are no arrangements or understandings between any of the
Middleburg directors named above and any other person to which he
or she was selected as a director and there are no material
transactions between any of the Middleburg directors named above
and Access or Access National Bank. The employment agreement
between Mr. Shook and Access National Bank, Middleburg Investment
Group, Inc. and Middleburg Trust Company (the “Shook Employment
Agreement”) is included as Exhibit 10.20 to this Current Report
on Form 8-K and is hereby incorporated by reference herein.
For more information regarding the directors’ and Messrs.
Culver’s and Shook’s interests in the Merger, including details
regarding each of the Culver Employment Agreement and the Shook
Employment Agreement, please see the “Interests of Certain
Middleburg Directors and Executive Officers in the Merger”
section of the Joint Proxy Statement/Prospectus, which discussion
is hereby incorporated by reference herein.
Culver’s and Shook’s interests in the Merger, including details
regarding each of the Culver Employment Agreement and the Shook
Employment Agreement, please see the “Interests of Certain
Middleburg Directors and Executive Officers in the Merger”
section of the Joint Proxy Statement/Prospectus, which discussion
is hereby incorporated by reference herein.
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Item 8.01.
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Other Events.
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The information set forth in Item 5.02 of this report is
incorporated by reference into this Item 8.01.
incorporated by reference into this Item 8.01.
About the Proposed Transaction and Where to Find It
As previously disclosed, Access and Middleburg have entered into
the Merger Agreement to which Middleburg will merge with and into
Access. Access will be the surviving corporation in the Merger.
the Merger Agreement to which Middleburg will merge with and into
Access. Access will be the surviving corporation in the Merger.
Investors are urged to review carefully and consider all public
filings by Access and Middleburg with the SEC, including but not
limited to their Annual Reports on Form 10-K, their proxy
statements, their Quarterly Reports on Form 10-Q, and their
Current Reports on Form 8-K. The documents filed with the SEC may
be obtained free of charge at the SEC’s website at www.sec.gov.
The documents filed by Access with the SEC may also be obtained
free of charge at Access’s website at www.accessnationalbank.com
or by requesting them in writing to Access National Corporation,
1800 Robert Fulton Drive, Suite 300, Reston, Virginia 20191,
Attention: Investor Relations. The documents filed by Middleburg
with the SEC may also be obtained free of charge at Middleburg’s
website at www.middleburgbank.com or by requesting them in
writing to Middleburg Financial Corporation, 111 West Washington
Street, Middleburg, Virginia 20117, Attention: Investor
Relations.
filings by Access and Middleburg with the SEC, including but not
limited to their Annual Reports on Form 10-K, their proxy
statements, their Quarterly Reports on Form 10-Q, and their
Current Reports on Form 8-K. The documents filed with the SEC may
be obtained free of charge at the SEC’s website at www.sec.gov.
The documents filed by Access with the SEC may also be obtained
free of charge at Access’s website at www.accessnationalbank.com
or by requesting them in writing to Access National Corporation,
1800 Robert Fulton Drive, Suite 300, Reston, Virginia 20191,
Attention: Investor Relations. The documents filed by Middleburg
with the SEC may also be obtained free of charge at Middleburg’s
website at www.middleburgbank.com or by requesting them in
writing to Middleburg Financial Corporation, 111 West Washington
Street, Middleburg, Virginia 20117, Attention: Investor
Relations.
In connection with the Merger, Access has filed a registration
statement on Form S-4 with the SEC which includes a preliminary
joint proxy statement of Access and Middleburg and a preliminary
prospectus of Access. A definitive joint proxy
statement/prospectus was sent to the shareholders of each company
seeking the required shareholder approvals. Before making any
investment decision, investors and security holders of Access and
Middleburg are urged to read carefully the entire definitive
registration statement and definitive joint proxy
statement/prospectus when they become available, including any
amendments thereto, because they contain important information
about the proposed transaction. Information in this report
(including in the exhibits hereto) is not a substitute for the
registration statement or the joint proxy statement/prospectus.
Free copies of these documents may be obtained as described
above.
statement on Form S-4 with the SEC which includes a preliminary
joint proxy statement of Access and Middleburg and a preliminary
prospectus of Access. A definitive joint proxy
statement/prospectus was sent to the shareholders of each company
seeking the required shareholder approvals. Before making any
investment decision, investors and security holders of Access and
Middleburg are urged to read carefully the entire definitive
registration statement and definitive joint proxy
statement/prospectus when they become available, including any
amendments thereto, because they contain important information
about the proposed transaction. Information in this report
(including in the exhibits hereto) is not a substitute for the
registration statement or the joint proxy statement/prospectus.
Free copies of these documents may be obtained as described
above.
Access, Middleburg and certain of their directors and executive
officers may be deemed participants in the solicitation of
proxies from Access and Middleburg shareholders in connection
with the proposed transaction. Information about the directors
and officers of each of Access and Middleburg and their ownership
of Access and Middleburg common stock, respectively, is set forth
in the joint proxy statement/prospectus.
officers may be deemed participants in the solicitation of
proxies from Access and Middleburg shareholders in connection
with the proposed transaction. Information about the directors
and officers of each of Access and Middleburg and their ownership
of Access and Middleburg common stock, respectively, is set forth
in the joint proxy statement/prospectus.
Forward-Looking Statements
The information presented herein contains “forward-looking
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements may be identified by words
such as “may,” “could,” “will,” “expect,” “believe,”
“anticipate,” “forecast,” “intend,” “plan,”
“prospects,” “estimate,” “potential,” or by variations of
such words or by similar expressions. These forward-looking
statements are subject to numerous assumptions, risks and
uncertainties which change over time. Forward-looking statements
in this communication may include, but are not limited to,
statements about project impacts of and financial results
generated by the transaction. Forward-looking statements speak
only as of the date they are made and Access assumes no duty to
update forward-looking statements.
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements may be identified by words
such as “may,” “could,” “will,” “expect,” “believe,”
“anticipate,” “forecast,” “intend,” “plan,”
“prospects,” “estimate,” “potential,” or by variations of
such words or by similar expressions. These forward-looking
statements are subject to numerous assumptions, risks and
uncertainties which change over time. Forward-looking statements
in this communication may include, but are not limited to,
statements about project impacts of and financial results
generated by the transaction. Forward-looking statements speak
only as of the date they are made and Access assumes no duty to
update forward-looking statements.
In addition to factors previously disclosed in Access’s and
Middleburg’s reports filed with the SEC and those identified
elsewhere in this release, the following factors, among others,
could cause actual results to differ materially from the results
expressed in or implied by forward-looking statements and
historical performance: ability to meet closing conditions to the
Merger; delays in closing the Merger; changes in asset quality
and credit risk; changes in interest rates and capital markets;
the introduction, timing and success of business initiatives;
competitive conditions; and the inability to recognize cost
savings or revenues or to implement integration plans associated
with the Merger.
Middleburg’s reports filed with the SEC and those identified
elsewhere in this release, the following factors, among others,
could cause actual results to differ materially from the results
expressed in or implied by forward-looking statements and
historical performance: ability to meet closing conditions to the
Merger; delays in closing the Merger; changes in asset quality
and credit risk; changes in interest rates and capital markets;
the introduction, timing and success of business initiatives;
competitive conditions; and the inability to recognize cost
savings or revenues or to implement integration plans associated
with the Merger.
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Item 9.01.
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Financial Statements and Exhibits.
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The following exhibits are incorporated herein by reference:
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Exhibit No.
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Description
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10.5
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Annual Compensation of Non-Employee Directors (incorporated
by reference to Exhibit 10.5 to Access’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on March 16, 2017 (SEC File No. 000-49929)). |
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10.20
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Employment Agreement, dated October 21, 2016 and effective
upon the merger of Middleburg Financial Corporation into Access National Corporation, between Access National Bank, Middleburg Investment Group, Middleburg Trust Company and Gary R. Shook (incorporated by reference to Exhibit 10.2 to Access’s Registration Statement on Form S-4 filed December 12, 2016 (SEC File No. 333-215054)). |
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10.21
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Employment Agreement, dated October 21, 2016 and effective
upon the merger of Middleburg Financial Corporation into Access National Corporation, between Access National Bank and Jeffrey H. Culver (incorporated by reference to Exhibit 10.21 to Access’s Registration Statement on Form S-4 filed December 12, 2016 (SEC File No. 33-215054)). |
About ACCESS NATIONAL CORPORATION (NASDAQ:ANCX)
Access National Corporation is a bank holding company. The Company operates through its subsidiary, Access National Bank (the Bank). The Bank provides credit, deposit, mortgage services and wealth management services to middle market commercial businesses and associated professionals, primarily in the Washington, District of Columbia Metropolitan Area. The Bank offers a range of financial services and products, and specializes in providing customized financial services to small and medium sized businesses, professionals and associated individuals. The Company operates through three segments: traditional commercial banking, mortgage banking and wealth management. Its commercial banking segment includes loans, investment securities and deposit services. Its mortgage banking segment includes mortgage loans held for sale, sales of loans in the secondary mortgage market and loan origination. Its wealth management segment includes portfolio asset management. ACCESS NATIONAL CORPORATION (NASDAQ:ANCX) Recent Trading Information
ACCESS NATIONAL CORPORATION (NASDAQ:ANCX) closed its last trading session down -0.10 at 26.97 with 48,365 shares trading hands.