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): May 19, 2020

___________

 

PARKWAY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Virginia

(State or other jurisdiction

of incorporation)

333-209052

(Commission File Number)

47-5486027

(I.R.S. Employer

Identification No.)

 

 

 

101 Jacksonville Circle

Floyd, Virginia

(Address of principal executive offices)

 

24091

(Zip Code)

 

Registrant’s telephone number, including area code: (540) 745-4191

 

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:

 

☐     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))

 

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

 

 

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

 

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

 

Emerging growth company  ☐

 

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.  ☐

 

 
 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed by Parkway Acquisition Corp. (the “Company”), the Company has entered into change in control agreements with certain of its executive officers, including Jonathan L. Kruckow, the Company’s Executive Vice President and Regional President, Virginia, and Lorina C. Vaught, the Company’s Executive Vice President and Chief Financial Officer. On May 19, 2020, the Board of Directors of the Company amended these change in control agreements to extend the term of such agreements for one year from May 31, 2020 to May 31, 2021.

 

Item 8.01

Other Events.

 

On May 21, 2020, the Company issued a press release announcing an amendment to its stock repurchase plan. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

     Exhibit No.          Description

 

     99.1                      Press Release dated May 21, 2020

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

PARKWAY ACQUISITION CORP.

                   (Registrant)

 

 

 

 

 

 

 

 

 

Date: May 21, 2020

By:

/s/ Blake M. Edwards

 

 

 

Blake M. Edwards

President and Chief Executive Officer

 

 

 

Exhibit 99.1

 

Parkway Acquisition Corp. Announces Amendment to Stock Repurchase Plan

 

 

 

FOR IMMEDIATE RELEASE

For more information contact:

Blake Edwards, President & CEO – 276-773-2811

Lori Vaught, EVP & CFO – 276-773-2811

 

 

FLOYD, VA, May 21, 2020 /PRNewswire-FirstCall/ -- Parkway Acquisition Corp. (“Parkway” or the “Company”) (OTC QX: PKKW) – the holding company for Skyline National Bank (“Skyline”), announces that is Board of Directors has approved an amendment to its previously announced stock repurchase plan. The amendment allows for the repurchase of an additional 150,000 shares of Common Stock, bringing the aggregate total to 350,000 shares of Common Stock. To date 146,000 shares of Common Stock have been repurchased under the plan, leaving 204,000 share of Common Stock that may be repurchased from time to time until January 2021.

 

Parkway intends to purchase shares periodically through privately negotiated transactions or in the open market in accordance with Securities and Exchange Commission rules.  The actual timing, number and value of shares repurchased under the program will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, applicable legal requirements and other conditions.

 

About Parkway Acquisition Corp. & Skyline National Bank

 

Parkway Acquisition Corp. is a bank holding company headquartered in Floyd, Virginia, and is the parent company for Skyline National Bank.  Skyline National Bank is a community bank, headquartered in Independence, Virginia. Skyline National Bank has 22 branches and three loan production offices, and provides a highly competitive suite of personal and business banking products and services to customers in southwestern Virginia and northwestern North Carolina.

 

Forward-looking statements

 

This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934 as amended. These include statements as to expectations regarding future financial performance and any other statements regarding future results or expectations. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by the use of words such as "believe," "expect," "intend," "anticipate," "estimate," or "project" or similar expressions. Our ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the combined company and its subsidiaries include, but are not limited to: changes in interest rates, general economic conditions; the effects of the COVID-19 pandemic, including the Company’s credit quality and business operations, as well as its impact on general economic and financial market conditions; the effect of changes in banking, tax and other laws and regulations and interpretations or guidance thereunder; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the combined company’s market area; the implementation of new technologies; the ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines and the other factors detailed in Parkway's publicly filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2019. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or clarify these forward‐looking statements, whether as a result of new information, future events or otherwise.