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
July 14, 2006
 
Date of Report
(Date of earliest event reported)
Access National Corporation
(Exact name of registrant as specified in its charter)
         
Virginia   000-49929   82-0545425
         
(State or other   (Commission   (IRS Employer Identification No.)
jurisdiction   File Number)    
of incorporation)        
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)
n/a
(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):
  o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     Effective July 14, 2006, Access National Corporation (the “Corporation”) amended and restated its Articles of Incorporation. The amendment and restatement amends Article III, Section 1 of the Articles of Incorporation to reflect a change in par value from $1.67 to $0.835 per share. A copy of the Corporation’s Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1.
Item 8.01 Other Events.
     Attached as Exhibits 10.10 and 10.11 are forms of warrant agreements relating to stock purchase warrants previously issued by Access National Bank (the “Bank”). These stock purchase warrants were converted into stock purchase warrants for Corporation common stock in connection with the Bank’s 2002 reorganization under a holding company structure pursuant to which the Bank became a wholly-owned subsidiary of the Corporation.
Item 9.01 Financial Statements and Exhibits.
             
(a)
  —   Not applicable.    
 
           
(b)
  —   Not applicable.    
 
           
(c)
  —   Not applicable.    
 
           
(d)
      Exhibits.    
 
           
 
      Exhibit 3.1   Amended and Restated Articles of Incorporation of Access National Corporation (effective July 14, 2006).
 
           
 
      Exhibit 10.10   Form of Warrant Agreement Issued to Organizing Shareholders.
 
           
 
      Exhibit 10.11   Form of Warrant Agreement Issued in Connection with the Acquisition of Access National Mortgage Corporation.

 

 

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.
         
    ACCESS NATIONAL CORPORATION
                         (Registrant)
 
       
Date: July 17, 2006
  By:      /s/ Michael W. Clarke
 
       
 
    Name:   Michael W. Clarke
    Title:     President & Chief Executive Officer

 

 

EXHIBIT 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ACCESS NATIONAL CORPORATION
(Effective July 14, 2006)
I. NAME
          The name of the Corporation is Access National Corporation.
II. PURPOSE
          The purpose for which the Corporation is organized is to act as a bank holding company and to transact any and all lawful business, not required to be specifically stated in the Articles of Incorporation, for which corporations may be incorporated under the Virginia Stock Corporation Act.
III. CAPITAL STOCK
           Section 1 . The Corporation shall have authority to issue sixty million (60,000,000) shares of common stock, par value $0.835 per share.
           Section 2 . Subject to the applicable provisions of law, the holders of common stock at the time outstanding shall be entitled to receive such dividends at such times and in such amounts as the Board of Directors may deem advisable.
           Section 3 . In the event of any liquidation, dissolution or winding up (whether voluntary or involuntary) of the Corporation, after the payment or provision for payment in full for all debts and other liabilities of the Corporation, the remaining net assets of the Corporation shall be distributed ratably among the holders of the shares at the time outstanding of common stock.
           Section 4 . The holders of common stock shall be entitled to one vote per share on all matters as to which a stockholder vote is taken.
IV. NO PREEMPTIVE RIGHTS
          No holder of capital stock of the Corporation of any class shall have any preemptive right to purchase or subscribe to (i) any shares of capital stock of the Corporation, (ii) any securities convertible into such shares or (iii) any options, warrants or rights to purchase such shares or securities convertible into any such shares.
V. DIRECTORS
           Section 1 . The Board of Directors shall consist of such a number of individuals as may be fixed or provided for in the Bylaws of the Corporation.

 

 

           Section 2 . The Board of Directors shall be divided into three classes, Class I, Class II, and Class III as nearly equal in number as possible. The classification of directors of this Corporation shall be implemented as follows: directors of the first class (Class I) shall be elected to hold office for a term expiring at the 2003 annual meeting of the shareholders; directors of the second class (Class II) shall be elected for a term expiring at the 2004 annual meeting of the shareholders; and directors of the third class (Class III) shall be elected to hold office for a term expiring at the 2005 annual meeting of shareholders. The successors to the class of directors whose terms expire shall be identified as being of the same class as the directors they succeed and elected to hold office for a term expiring at the third succeeding annual meeting of shareholders when directors are elected and qualified. When the number of directors is changed, any newly created directorships or any decrease in directorships shall be apportioned among the classes by the Board of Directors as to make all classes as nearly equal in number as possible.
           Section 3 . Directors of the Corporation may be removed with cause upon the affirmative vote of at least two-thirds of the outstanding shares entitled to vote.
           Section 4 . If the office of any director shall become vacant, the directors at the time in office, whether or not a quorum, may, by majority vote of the directors then in office, choose a successor who shall hold office until the next annual meeting of stockholders. In such event, the successor elected by the stockholders at that annual meeting shall hold office for a term that shall coincide with the remaining term of the class of directors to which that person has been elected. Vacancies resulting from the increase in the number of directors shall be filled in the same manner.
VI. LIMIT ON LIABILITY AND INDEMNIFICATION
           Section 1 . To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or officer of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages.
           Section 2 . To the full extent permitted and in the manner prescribed by the Virginia Stock Corporation Act, the Corporation shall indemnify each director or officer of the Corporation against liabilities, fines, penalties and claims imposed upon or asserted against him (including amounts paid in settlement) by reason of having been such director or officer, whether or not then continuing so to be, and against all expenses (including counsel fees) reasonably incurred by him in connection therewith, except in relation to matters as to which he shall have been finally adjudged liable by reason of his willful misconduct or a knowing violation of criminal law in the performance of his duty as such director or officer. The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director or officer.
           Section 3 . The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested directors, to cause the Corporation to indemnify or contract in advance to indemnify any person not specified in Section 2 of this Article against liabilities, fines, penalties and claims imposed upon or asserted against him (including amounts paid in settlement) by reason of having been an employee, agent or consultant of the Corporation, whether or not then continuing so to be, and against all expenses (including counsel fees) reasonably incurred by him in connection therewith, to the same extent as if such person were specified as one to whom indemnification is granted in Section 2 of this Article.

 

 

           Section 4 . The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee, agent or consultant of the Corporation against any liability asserted against or incurred by any such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.
           Section 5 . In the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to Sections 2 or 3 of this Article VI shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.
           Section 6 . No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act occurring before the adoption of such amendment, modification or repeal.
           Section 7 . Every reference herein to director, officer, employee, agent or consultant shall include (i) every director, officer, employee, agent, or consultant of the Corporation or any corporation the majority of the voting stock of which is owned directly or indirectly by the Corporation, (ii) every former director, officer, employee, agent, or consultant of the Corporation, (iii) every person who may have served at the request of or on behalf of the Corporation as a director, officer, employee, agent, consultant or trustee of another corporation, partnership, joint venture, trust or other entity, and (iv) in all of such cases, his executors and administrators.

 

 

EXHIBIT 10.10
[Form of Warrant Agreement Issued to Organizing Shareholders]
STOCK PURCHASE WARRANT
     This Warrant is issued this 1st day of December, 1999, by ACCESS NATIONAL BANK (the “Bank”), to                                                                                                          , or his registered assignee, (collectively, the “Holder” or “Holders”).
AGREEMENT:
      1.  Issuance of Warrant; Term. For and in consideration of Holder purchasing from the Bank                      shares of its Common Stock as an Organizing Shareholder and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Bank grants to Holder the right to purchase                      shares of the Bank’s common stock (the “Common Stock”). The shares of Common Stock issuable upon exercise of this Warrant are referred to as the “Shares.” This Warrant will exercisable in whole or in part at any time and from time to time from the date hereof to and including December 1, 2006, at which time this Warrant shall expire. Any partial exercise of the Warrant will not negate Holder’s right to exercise subsequently other portions of the Warrant.
      2.  Exercise Price . The exercise price (the “Exercise Price”) per share for which all or any of the Shares may be purchased under this Warrant will be $100.00.
      3.  Exercise . This Warrant may be exercised by the Holder (but only on the following conditions) as to all or any increment or increments of                      Shares (or the balance of the Shares if less than such number), on delivery of written notice of intent to exercise to the Bank at 14006 Lee-Jackson Memorial Highway, Chantilly, Virginia 20151, or such other address as the Bank designates in a written notice to the Holder, together with this Warrant and payment to the Bank of the aggregate Exercise Price of the Shares so purchased. The Exercise Price will be payable by certified or bank check. On exercise of this Warrant, the Bank will as promptly as practicable, and in any event within 60 days thereafter, execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant is exercised with respect to less than all of the Shares then covered by this Warrant, the Holder is entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant has not been exercised, and such new Warrant will in all other respects be identical to this Warrant.
      4.  Covenants and Conditions . The above provisions are subject to the following:
          4.1 Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (“Securities Act”) or any state securities laws (“Blue Sky Laws”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest or otherwise transferred without (i) an effective registration statement for such Warrant under the Securities Act and applicable Blue Sky Law or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Bank and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Bank acknowledges that Mays & Valentine, L.L.P. is acceptable counsel). Transfer of the shares

 

 

issued on the exercise of this Warrant will be restricted in the same manner and to the same extent as the Warrant and the certificates representing such Shares will bear substantially the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE BANK, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.
     The Holders and the Bank will execute such other documents and instruments as counsel for the Bank reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued on exercise hereof with applicable federal and state securities laws.
          4.2 All Shares issued on exercise of this Warrant will, on issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Bank will at all times reserve and keep available for issuance on the exercise of this Warrant such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.
      5.  Warrant Holder Not Shareholder; Rights, Rights Offering; Preemptive Rights; Preference Rights . Except as otherwise provided, this Warrant does not confer on the Holder, as such, any right whatsoever as a shareholder of the Bank. Notwithstanding the foregoing, if the Bank offers to all of the Bank’s shareholders the right to purchase any securities of the Bank, then, for such purpose, all shares of Common Stock that are subject to this Warrant shall be deemed to be outstanding and owned by the Holder and the Holder shall be entitled to participate in such rights offering.
      6. Adjustment on Changes in Stock .
          6.1 If all or any portion of this Warrant is exercised after any stock split, stock dividend, recapitalization, combination of shares of the Bank or other similar event, occurring after the date hereof, then the Holder exercising this Warrant will receive, for the aggregate price paid on such exercise, the aggregate number and class of shares that the Holder would have received if this Warrant had been exercised immediately before such stock split, stock dividend, recapitalization, combination of shares or other similar event. If any adjustment under this Section 6.1 would create a fractional share of Common Stock or a right to acquire a fractional Share, such fractional Share will be disregarded. Whenever there is an adjustment under this Section 6.1, the Bank will forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated.

 

 

          6.2 If all or any portion of this Warrant is exercised after any merger, consolidation, exchange of shares, separation, reorganization or liquidation of the Bank or other similar event, occurring after the date hereof, and, as a result of which shares of Common Stock are changed into the same or a different number of shares of the same or another class or classes of securities of the Bank or another entity, then the Holder exercising this Warrant will receive, for the aggregate price paid on such exercise, the aggregate number and class of shares that the Holder would have received if this Warrant had been exercised immediately before such merger, consolidation, exchange of shares, separation, reorganization or liquidation or other similar event. If any adjustment under this Section 6.2 would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, such fractional share will be disregarded. Whenever there is an adjustment pursuant to this Section 6.2, the Bank will forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated.
      7.  Governing Law . This Warrant will be governed by the laws of the Commonwealth of Virginia.
      8.  Severability . If any provision(s) of this Warrant or the application thereof to any person or circumstances is invalid or unenforceable to any extent, the remainder of this Warrant and the application of such provisions to other persons or circumstances, will not be affected and will be enforced to the greatest extent permitted by law.
      9.  Counterparts . This Warrant may be executed in any number of counterparts and by different parties to this Warrant in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same Warrant.
     IN WITNESS WHEREOF, the parties have set their hands as of the date first above written.
             
    ACCESS NATIONAL BANK
 
           
 
  By:        
         
 
      Its:    
 
           
 
           
    (NAME OF HOLDER)
 
           
 
     

 

 

EXHIBIT 10.11
[Form of Warrant Agreement Issued in Connection with the Acquisition of Access National
Mortgage Corporation.]
STOCK PURCHASE WARRANT
     This Warrant is issued this 1st day of December, 1999 by ACCESS NATIONAL BANK (the “Bank”), to                                                                                       , or his registered assignee, (collectively, the “Holder” or “Holders”).
AGREEMENT:
      1.  Issuance of Warrant; Term. Pursuant to the Agreement and Plan of Reorganization between Access National Bank and Mortgage Investment Corporation dated May 31, 1999, whereby the Holder acquired                      shares of the common stock of Access National Bank, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Bank grants to Holder the right to purchase                      shares of the Bank’s common stock (the “Common Stock”). The shares of Common Stock issuable upon exercise of this Warrant are referred to as the “Shares.” This Warrant will be exercisable in whole or in part at any time and from time to time from the date hereof to and including December 1, 2006, at which time this Warrant shall expire. Any partial exercise of the Warrant will not negate Holder’s right to exercise subsequently other portions of the Warrant.
      2.  Exercise Price . The exercise price (the “Exercise Price”) per share for which all or any of the Shares may be purchased under this Warrant will be $100.00.
      3.  Exercise . This Warrant may be exercised by the Holder (but only on the following conditions) as to all or any increment or increments of                      Shares (or the balance of the Shares if less than such number), on delivery of written notice of intent to exercise to the Bank at 14006 Lee-Jackson Memorial Highway, Chantilly, Virginia 20151, or such other address as the Bank designates in a written notice to the Holder, together with this Warrant and payment to the Bank of the aggregate Exercise Price of the Shares so purchased. The Exercise Price will be payable by certified or bank check. On exercise of this Warrant, the Bank will as promptly as practicable, and in any event within 60 days thereafter, execute and deliver to the Holder a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant is exercised with respect to less than all of the Shares then covered by this Warrant, the Holder is entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant has not been exercised, and such new Warrant will in all other respects be identical to this Warrant.
      4.  Covenants and Conditions . The above provisions are subject to the following:
          4.1 Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (“Securities Act”) or any state securities laws (“Blue Sky Laws”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest or otherwise transferred without (i) an effective registration statement for such Warrant under the Securities Act and applicable Blue Sky Law or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Bank and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws

 

 

(the Bank acknowledges that Mays & Valentine, L.L.P. is acceptable counsel). Transfer of the shares issued on the exercise of this Warrant will be restricted in the same manner and to the same extent as the Warrant and the certificates representing such Shares will bear substantially the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE BANK, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.
     The Holders and the Bank will execute such other documents and instruments as counsel for the Bank reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued on exercise hereof with applicable federal and state securities laws.
          4.2 All Shares issued on exercise of this Warrant will, on issuance and payment therefore, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Bank will at all times reserve and keep available for issuance on the exercise of this Warrant such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.
      5.  Warrant Holder Not Shareholder; Rights, Rights Offering; Preemptive Rights; Preference Rights . Except as otherwise provided, this Warrant does not confer on the Holder, as such, any right whatsoever as a shareholder of the Bank. Notwithstanding the foregoing, if the Bank offers to all of the Bank’s shareholders the right to purchase any securities of the Bank, then, for such purpose, all shares of Common Stock that are subject to this Warrant shall be deemed to be outstanding and owned by the Holder and the Holder shall be entitled to participate in such rights offering.
      6. Adjustment on Changes in Stock .
          6.1 If all or any portion of this Warrant is exercised after any stock split, stock dividend, recapitalization, combination of shares of the Bank or other similar event, occurring after the date hereof, then the Holder exercising this Warrant will receive, for the aggregate price paid on such exercise, the aggregate number and class of shares that the Holder would have received if this Warrant had been exercised immediately before such stock split, stock dividend, recapitalization, combination of shares or other similar event. If any adjustment under this Section 6.1 would create a fractional share of Common Stock or a right to acquire a fractional Share, such fractional Share will be disregarded. Whenever there is an adjustment under this Section 6.1, the Bank will forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated.

 

 

          6.2 If all or any portion of this Warrant is exercised after any merger, consolidation, exchange of shares, separation, reorganization or liquidation of the Bank or other similar event, occurring after the date hereof, and, as a result of which shares of Common Stock are changed into the same or a different number of shares of the same or another class or classes of securities of the Bank or another entity, then the Holder exercising this Warrant will receive, for the aggregate price paid on such exercise, the aggregate number and class of shares that the Holder would have received if this Warrant had been exercised immediately before such merger, consolidation, exchange of shares, separation, reorganization or liquidation or other similar event. If any adjustment under this Section 6.2 would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, such fractional share will be disregarded. Whenever there is an adjustment pursuant to this Section 6.2, the Bank will forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated.
      7.  Governing Law . This Warrant will be governed by the laws of the Commonwealth of Virginia.
      8.  Severability . If any provision(s) of this Warrant or the application thereof to any person or circumstances is invalid or unenforceable to any extent, the remainder of this Warrant and the application of such provisions to other persons or circumstances, will not be affected and will be enforced to the greatest extent permitted by law.
      9.  Counterparts . This Warrant may be executed in any number of counterparts and by different parties to this Warrant in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same Warrant.
    IN WITNESS WHEREOF, the parties have set their hands as of the date first above written.
         
    ACCESS NATIONAL BANK
 
       
 
  By:    
 
       
 
      Its: President and Chief Executive Officer
 
       
    (NAME OF HOLDER)