Item 2.02 Results of Operations and Financial Condition.
On January 22, 2021, Fauquier Bankshares, Inc. (the "Company" or "Fauquier")
issued a press release reporting its fourth quarter 2020 financial results. A
copy of the press release is attached as Exhibit 99.1 to this current report on
Form 8-K.
Item 8.01 Other Events
The information set forth under Item 2.02 of this current report on Form 8-K is
incorporated by reference.
Important Information and Where to Find It:
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or
approval with respect to the proposed merger (the "Merger") of Fauquier into
Virginia National Bankshares Corporation ("Virginia National"). No offer of
securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended, and no offer to sell or
solicitation of an offer to buy shall be made in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
In connection with the proposed Merger, Virginia National has filed a
registration statement on Form S-4 and will file other documents regarding the
proposed Merger with the Securities and Exchange Commission ("SEC") to register
the shares of Virginia National's common stock to be issued to the shareholders
of Fauquier in the proposed Merger. The registration statement includes a
preliminary joint proxy statement/prospectus, and the final registration
statement will include a final joint proxy statement/prospectus, which will be
sent to the shareholders of Virginia National and Fauquier in advance of each
company's respective shareholder meeting that will be held to consider the
proposed Merger. Each of Fauquier and Virginia National may file with the SEC
other relevant documents concerning the proposed Merger. Before making any
voting or investment decision, investors and security holders are urged to read
the final joint proxy statement/prospectus and any other relevant documents to
be filed with the SEC in connection with the proposed Merger because they
contain important information about Fauquier, Virginia National and the proposed
Merger. Shareholders are also urged to carefully review Fauquier's public
filings with the SEC, including, but not limited to, its Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy
statements. Investors and security holders may obtain free copies of the
registration statement and the joint proxy statement/prospectus and other
documents filed with the SEC by Fauquier and Virginia National through the
website maintained by the SEC at www.sec.gov. These documents may also be
obtained, without charge, from Fauquier at www.tfb.bank under the tab "About TFB
- Investor Relations" or by directing a request to Fauquier Bankshares, Inc., 10
Courthouse Square, Warrenton, VA 20186, or by telephone at (540) 347-6751, or
from Virginia National at www.vnb.com under the tab "Investor - Investor
Relations" or by directing a request to Virginia National Bankshares
Corporation, 404 People Place, Charlottesville, Virginia 22911, or by telephone
at (434) 817-8587. The information on Fauquier's website is not, and shall not
be deemed to be, a part of this report or incorporated into other filings
Fauquier makes with the SEC. The information on Virginia National's website is
not, and shall not be deemed to be, a part of this report or incorporated into
other filings Virginia National makes with the SEC.
Fauquier, Virginia National and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Fauquier and Virginia National, respectively, in connection
with the proposed Merger. Information about the directors and executive officers
of Virginia National and their ownership of Virginia National's common stock is
set forth in Virginia National's proxy statement in connection with its 2020
annual meeting of shareholders, as previously filed with the SEC on April 29,
2020. Information about the directors and executive officers of Fauquier and
their ownership of Fauquier's common stock is set forth in Fauquier's proxy
statement in connection with its 2020 annual meeting of shareholders, as
previously filed with the SEC on April 17, 2020. Additional information
regarding the interests of these participants and other persons who may be
deemed participants in the solicitation of proxies may be obtained by reading
the final joint proxy statement/prospectus regarding the proposed Merger when it
becomes available. Free copies of these documents may be obtained as described
above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
Fauquier Bankshares, Inc. Press Release announcing Fourth Quarter 2020
99.1 Results
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses