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 (Date of earliest event reported): October 13, 2009
Southern National Bancorp of Virginia, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 001-33037 | 20-1417448 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6830 Old Dominion Drive
McLean, Virginia 22101
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (434) 973-5242
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 13, 2009, the Board of Directors of Southern National Bancorp of Virginia, Inc. (the “Company”) unanimously approved a resolution to amend Article IV, Section 4.2 of the Amended and Restated Bylaws of the Company, effective as of October 13, 2009, to expressly provide for a staggered board of directors divided into three classes, as set forth in Article 8.A. of the Articles of Incorporation, as amended, of the Company. Previously, Article IV, Section 4.2 of the Amended and Restated Bylaws of the Company provided for only one class of directors.
The foregoing summary of the amendment to the Amended and Restated Bylaws of the Company is not complete and is qualified in its entirety by reference to the complete text of such Amendment No. 1 to Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits . The following is filed as an exhibit to this Current Report on Form 8-K:
|
Exhibit
|
Description of Exhibit |
|
| 3.1 | Amendment No. 1 to Amended and Restated Bylaws of Southern National Bancorp of Virginia, Inc. | |
2
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.
| Southern National Bancorp of Virginia, Inc. | ||||||
| (Registrant) | ||||||
| Dated: October 14, 2009 | By: | / S / W ILLIAM H. L AGOS | ||||
| William H. Lagos | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
|
Exhibit
|
Description of Exhibit |
|
| 3.1 | Amendment No. 1 to Amended and Restated Bylaws of Southern National Bancorp of Virginia, Inc. | |
Exhibit 3.1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED BYLAWS
OF
SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.
Amendment No. 1 to the Amended and Restated Bylaws (the “ Bylaws ”) of Southern National Bancorp of Virginia, Inc., a Virginia corporation (the “ Corporation ”), adopted by the Board of Directors of the Corporation at a meeting of the Board of Directors on October 13, 2009.
Article IV, Section 4.2 of the Bylaws is hereby deleted and replaced in its entirety to read as follows:
4.2. Classification, Term and Qualifications . The Board of Directors shall be divided into three classes as set forth in the Articles of Incorporation. No person shall be eligible for election, reelection, appointment or reappointment to the Board of Directors if such person is 75 years of age or older; provided, however, that any person serving as an initial director of the Corporation shall be eligible for reelection subsequent to his or her 75th birthday.