National Bankshares Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): June 1, 2024

 

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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):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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On June 1, 2024, National Bankshares, Inc. (the “Company”) completed its acquisition of Frontier Community Bank (“FCB”) by merger of FCB with and into The National Bank of Blacksburg (the “Bank”), the Company’s wholly-owned bank subsidiary (the “Merger”). The Merger was effected pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of January 23, 2024, by and among the Company, the Bank and FCB (the “Merger Agreement”).

 

Pursuant to the Merger Agreement, former holders of shares of FCB common stock had the right to elect to receive either $14.48 in cash or 0.4250 shares of the Company’s common stock for each share of FCB common stock held. Shareholder elections are subject to adjustment so that approximately 90% of the shares of FCB common stock are exchanged for the Company’s common stock and approximately 10% of the shares of FCB common stock are exchanged for cash. Each share of common stock of the Company outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger.

 

The foregoing description of the Merger and 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 Current Report on Form 8-K.

 

 

On June 3, 2024, the Company issued a press release announcing the consummation of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 8.01.

 

 

(d)         Exhibits.

 

 

 

 

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.