Current Report Filing (8-k)
April 06 2017 - 4:16PM
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:
April
1, 2017
(Date of earliest event reported)
ACCESS NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation)
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000-49929
(Commission
File Number)
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82-0545425
(I.R.S. Employer
Identification No.)
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1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
(Address
of principal executive offices) (Zip Code)
(703) 871-2100
(Registrant’s telephone number, including
area code)
Not Applicable
(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):
⃞
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))
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On April 1, 2017, Access National Corporation (“Access”) completed its
merger with Middleburg Financial Corporation (“Middleburg”). The merger
of Middleburg with and into Access (the “Merger”) was effected pursuant
to the terms and conditions of the Agreement and Plan of Reorganization,
dated as of October 21, 2016, between Access and Middleburg, and a
related Plan of Merger (together, the “Merger Agreement”).
Pursuant to the Merger Agreement, holders of shares of Middleburg common
stock have a right to receive 1.3314 shares of Access common stock for
each share of Middleburg common stock held immediately prior to the
effective date of the Merger, plus cash in lieu of fractional shares.
Each option to purchase shares of Middleburg common stock granted under
a Middleburg equity-based compensation plan that was outstanding
immediately prior to the effective date of the Merger was cancelled for
a cash payment equal to the product of (i) the difference between the
closing sale price of Middleburg common stock on the trading day
immediately preceding the effective date of the Merger and the per share
exercise price of the stock option, and (ii) the number of shares of
Middleburg common stock subject to such stock option. Each restricted
share of Middleburg common stock granted under a Middleburg equity
compensation plan that was outstanding immediately prior to the
effective date of the Merger was, pursuant to the terms of each such
grant, vested in full immediately prior to the effective date of the
Merger and converted into unrestricted shares of Access common stock
based on the exchange ratio[, subject to tax withholdings as
applicable]. Each share of Access common stock outstanding immediately
prior to the Merger remained outstanding and was unaffected by the
Merger.
Shortly after the effective time of the Merger, Middleburg Bank,
Middleburg’s wholly-owned bank subsidiary, was merged with and into
Access National Bank, Access’s wholly-owned bank subsidiary (“Access
Bank”) with Access Bank surviving.
This description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement,
which is incorporated herein by reference to Exhibit 2.1 to this report.
A copy of the press release announcing the completion of the Merger is
attached as Exhibit 99.1 to this report and is incorporated herein by
reference.
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.
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Pursuant to the Merger Agreement and effective upon the Merger, the
number of directors on Access’s Board of Directors was increased to 13
directors, and six former Middleburg directors (John C. Lee, IV, Childs
F. Burden, Gary D. LeClair, Mary Leigh McDaniel, Janet A. Neuharth, and
Gary R. Shook) were appointed to Access’s Board of Directors. The
executive officers of Access will continue serving in their current
positions as executive officers of Access after the Merger, and
Mr. Shook and Jeffrey H. Culver were appointed to serve as executive
officers of Access upon the effective time of the Merger as Chairman and
Chief Executive Officer of Middleburg Investment Group and Chairman of
Middleburg Trust Company, and as Executive Vice President and Chief
Operating Officer of Access Bank, respectively. Information regarding
Mr. Culver’s employment as Executive Vice President and Chief Operating
Officer of Access Bank and the director appointments mentioned above was
previously reported by Access pursuant to a Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 20, 2017,
which information is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(a)
Financial statements of businesses acquired.
The financial statements required by this item will be filed by
amendment to this Current Report on Form 8-K no later than 71 calendar
days after the date on which this report is required to be filed.
(b)
Pro forma financial information.
The pro forma financial information required by this item will be filed
by amendment to this Current Report on Form 8-K no later than 71
calendar days after the date on which this report is required to be
filed.
(d)
Exhibits.
The following exhibits are filed herewith:
Exhibit No.
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Description of Exhibit
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2.1
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Agreement and Plan of Reorganization, dated as of October 21, 2016,
between Access National Corporation and Middleburg Financial
Corporation (incorporated by reference to Exhibit 2.1 to Access
National Corporation’s Current Report on Form 8-K filed on October
25, 2016).
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99.1
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Press release, dated April 3, 2017, announcing the completion of the
Merger.
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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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ACCESS NATIONAL CORPORATION
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By:
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/s/ Michael W. Clarke
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Michael W. Clarke
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President and Chief Executive Officer
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April 6, 2017
EXHIBIT INDEX
Exhibit No.
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Description of Exhibit
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2.1
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Agreement and Plan of Reorganization, dated as of October 21, 2016,
between Access National Corporation and Middleburg Financial
Corporation (incorporated by reference to Exhibit 2.1 to Access
National Corporation’s Current Report on Form 8-K filed on October
25, 2016).
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99.1
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Press release, dated April 3, 2017, announcing the completion of the
Merger.
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