Summit Financial Group, Inc. (NASDAQ:SMMF) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
Virginia corporation (Summit), entered into an Agreement and Plan
of Merger, dated June 1, 2016 (the Merger Agreement), with First
Century Bankshares, Inc., a West Virginia corporation (First
Century). to the terms of the Merger Agreement and effective as
of April 1, 2017, First Century merged (the Merger) with and into
a limited liability company and wholly-owned subsidiary of
Summits wholly-owned banking subsidiary, Summit Community Bank,
Inc., a West Virginia banking corporation (Summit Community
Bank), formed solely for the purpose of consummating the Merger
(Merger Sub), with Merger Sub as the surviving entity in the
Merger. Immediately following the Merger, Merger Sub was
liquidated (the Liquidation) so that Summit Community Bank owns
all of the outstanding shares of First Centurys wholly owned
banking subsidiary, First Century Bank, Inc., a West Virginia
banking corporation (First Century Bank). Immediately following
the Liquidation, First Century Bank was merged (the Bank Merger)
with and into Summit Community Bank, with Summit Community Bank
surviving as the surviving bank in the Bank Merger.
Century shareholders received the right to receive cash in the
amount of $22.50 per share of First Century common stock (the
Cash Consideration), par value $1.25 per share (First Century
Common Stock), 1.2433 shares of Summit common stock, par value
$2.50 per share (Summit Common Stock), per share of First Century
Common Stock (the Stock Consideration and together with the Cash
Consideration, the Merger Consideration) or a combination of Cash
Consideration and Stock Consideration, subject to proration to
result in approximately 35% Cash Consideration and 65% Stock
Consideration.
the Merger, between Summit and First Century, its directors or
officers or any of its affiliates.
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is incorporated herein
by reference as Exhibit 2.1.
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Summit and Summit Community Bank (collectively, the Boards, and
each, individually, a Board) approved a prospective increase in
the size of each Board from sixteen to seventeen members, with
such increase being contingent upon, and to be effective
concurrent with, completion of the Merger. to the terms of the
Merger Agreement, the Boards also approved on a prospective basis
the appointment of John H. Shott as a director of Summit and
Summit Community Bank to fill the vacancy created by that action.
Mr. Shotts appointment was contingent on, and to be effective
concurrent with, the completion of the Merger.
effective as of April 1, 2017, and Mr. Shott became a director of
Summit and Summit Community Bank at that time. to the Merger
Agreement, and provided that he continues to meet the standards
for directors of Summit and Summit Community Bank, each of Summit
and Summit Community Bank is obligated to re-nominate Mr. Shott
to its Board at its next annual meeting of shareholders following
the effective time of the Merger, which will be held on May 18,
2017.
be eligible to receive the same cash compensation paid to other
members of the Boards. Mr. Shott has been named to the
Asset/Liability and Funds Management Committee and the Profit
Sharing Committee of the Summit Board.
completion of the Merger. A copy of the press release is attached
hereto as Exhibit 99.1 and is being furnished to the Securities
and Exchange Commission and shall not be deemed filed for any
purpose.
will be filed by an amendment to this Form 8-K not later than 71
days after the date this Current Report on Form 8-K is required
to be filed.
Regulation S-X will be filed by an amendment to this Form 8-K not
later than 71 days after the date this Current Report on Form 8-K
is required to be filed.
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2.1
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Agreement and Plan of Merger, dated as of June 1, 2016,
by and between Summit and First Century (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on June 3, 2016.) |
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99.1
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Press Release, dated April 3, 2017, issued by Summit
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About Summit Financial Group, Inc. (NASDAQ:SMMF)
Summit Financial Group, Inc. (Summit) is a financial holding company. The Company provides community banking services primarily in the Eastern Panhandle and South Central regions of West Virginia and the Shenandoah Valley, and Northern region of Virginia. The Company provides these services through its community bank subsidiary, Summit Community Bank (Summit Community or the Bank). The Company operates through two segments: community banking, and insurance & financial services. The community banking segment consists of its full service banks, which offer customers traditional banking products and services through various delivery channels. The insurance & financial services segment includes three insurance agency offices that sell insurance products. The Company also operates Summit Insurance Services, LLC in Moorefield, West Virginia and Leesburg, Virginia, which provides insurance brokerage services to individuals and businesses. Summit Financial Group, Inc. (NASDAQ:SMMF) Recent Trading Information
Summit Financial Group, Inc. (NASDAQ:SMMF) closed its last trading session down -0.34 at 21.20 with 19,581 shares trading hands.
