UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 14, 2019
Delmar Bancorp
(Exact name of registrant as specified in its charter)
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Maryland |
033-21202 |
52-1559535 |
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(State or other jurisdiction |
(Commission file number) |
(IRS Employer |
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of incorporation) |
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Number) |
2245 Northwood Drive, Salisbury, Maryland 21801
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 548-1100
Securities Registered under Section 12(b) of the Act: None
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.01 |
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DBCP |
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OTC Markets |
Check the appropriate box below if the Form 8-K 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01. Entry into a Material Definitive Agreement.
On August 28, 2019, Delmar Bancorp (“Delmar”) entered into an amendment to its Agreement and Plan of Share Exchange (as previously amended, the “Agreement”), dated as of December 13, 2018, between Delmar and Virginia Partners Bank (“Partners”) to extend the date after which either party may terminate the Agreement from September 30, 2019 to November 30, 2019. A copy of the Amendment is included as Exhibit 2.1 attached to this report.
Item 8.01. Other Events
On August 14, 2019, Delmar and Partners issued a joint press release announcing that Partners had obtained shareholder approval of the Agreement at its special meeting of shareholders held on August 12, 2019. A copy of the press release is included as Exhibit 99.1 attached to this report.
On August 30, 2019, Delmar and Partners issued a joint press release announcing that Delmar and Partners had entered into the Amendment. A copy of the press release is included as Exhibit 99.2 attached to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Number |
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Description |
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2.1 |
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99.1 |
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99.2 |
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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.
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DELMAR BANCORP |
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By: |
/s/ John W. Breda |
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John W. Breda, President &Chief Executive Officer |
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Dated: August 30, 2019
Exhibit 2.1
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF SHARE EXCHANGE
This Second Amendment to the Agreement and Plan of Share Exchange (this “Second Amendment”), dated and effective as of August 28, 2019, by and between Delmar Bancorp (“Delmar”) and Virginia Partners Bank (“Partners”), amends that certain Agreement and Plan of Share Exchange (the “Agreement”), dated as of December 13, 2018, by and between Delmar and Partners, which was subsequently amended by that certain Amendment to the Agreement and Plan of Share Exchange (the “First Amendment”), dated as of March 4, 2019, by and between Delmar and Partners. Capitalized terms not defined in this Second Amendment have the respective meanings given to them in the Agreement.
WHEREAS, Delmar and Partners hereto are parties to the Agreement;
WHEREAS, pursuant to Section 7.3 of the Agreement, the parties may amend the Agreement by an instrument in writing stating their intention to amend the Agreement and executed by each of the parties thereto; and
WHEREAS, Delmar and Partners desire to amend the Agreement to provide additional time to consummate the Share Exchange.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows.
1. The Agreement is hereby amended by deleting Section 7.1(b) in the Agreement in its entirety and inserting the following in lieu thereof:
“(b) by either Delmar or Partners, at any time after November 30, 2019, if the Share Exchange shall not theretofore have been consummated, unless: (i) the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants or agreements of such party set forth herein or; (ii) the date reflected in this Section 7.1(b) shall be extended in writing by all of the parties hereto;”
2. Except as specifically amended hereby, the Agreement shall, remain in full force and effect. As used in the Agreement, the terms: this “Agreement,” “herein,” “hereunder,” “hereof” and words of similar import shall refer to the Agreement as amended by the First Amendment and this Second Amendment. All capitalized terms used in this Second Amendment and not defined herein, which are defined in the Agreement, have the meanings ascribed to them in the Agreement.
3. The Agreement, as amended by the First Amendment and this Second Amendment, along with the exhibits and other agreements referred to in the Agreement, constitutes the entire agreement among the parties and supersedes all other prior understandings, agreements or representations by or among the parties, written or oral, with respect to the subject matter of the Agreement. No provision of this Second Amendment may be amended other than by an instrument in writing signed by the Bank and Executive. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.
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4. This Second Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
5. This Second Amendment shall be governed by and construed in accordance with the internal laws of the State of Maryland, without regard to the choice of laws provisions thereof.
[remainder of page intentionally blank]
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IN WITNESS WHEREOF, the parties hereto have cause this Second Amendment to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be affixed hereto, all as of the date first above written.
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ATTEST: [SEAL] |
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DELMAR BANCORP |
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/s/ Elizabeth Eicher |
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By: |
/s/ John W. Breda |
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Name: |
Elizabeth Eicher |
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John W. Breda |
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Title: |
Senior Vice President, |
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President and Chief Executive Officer |
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Chief Financial Officer and Secretary |
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ATTEST: [SEAL] |
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VIRGINIA PARTNERS BANK |
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/s/ Wallace N. King |
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By: |
/s/ Lloyd B. Harrison, III |
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Name: |
Wallace N. King |
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Lloyd B. Harrison, III |
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Title: |
Executive Vice President |
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President and Chief Executive Officer |
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and Senior Credit Officer |
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[Signature Page to the Second Amendment to the Agreement and Plan of Share Exchange]
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Exhibit 99.1
Virginia Partners Bank and Delmar Bancorp Announce Approval of Share Exchange Agreement by Virginia Partners Bank Shareholders
FREDERICKSBURG, VA and SALISBURY, MD – August 14, 2019 – Virginia Partners Bank, Fredericksburg, Virginia (“Partners”) (OTCQX: PTRS), and Delmar Bancorp, Salisbury, Maryland (“Delmar”) (OTCQX: DBCP), the parent company of The Bank of Delmarva, Seaford, Delaware (“Delmarva”), announced today that, at Partners special meeting of shareholders held on August 12, 2019 in Fredericksburg, Virginia, Partners shareholders voted to approve the Agreement and Plan of Share Exchange and the related Plan of Share Exchange (the “Agreement”) between Partners and Delmar. All necessary regulatory approvals to proceed with the transaction have been received. Subject to the satisfaction or waiver of the conditions to closing contained in the Agreement, the transaction is expected to become effective on or about August 31, 2019.
After effectiveness, Partners and Delmarva will continue to operate as independent wholly owned subsidiaries of Delmar. The banks will maintain their existing names, executive management teams, and boards of directors. Customers of both banks will continue to bank as they normally do at their existing branches. John W. Breda, President and Chief Executive Officer of Delmarva, and Lloyd B. Harrison, III, President and Chief Executive Officer of Partners, will continue in their current roles at Delmarva and Partners. Mr. Breda will serve as President and Chief Operating Officer of Delmar, and Mr. Harrison will serve as Chief Executive Officer of Delmar. Additionally, the Delmar board of directors will be reconstituted to include four current directors from Partners.
“I am very excited about this strategic partnership with Delmar and Delmarva and the business model it reflects,” said Mr. Harrison. “We are creating a family of like-minded community banks and look forward to having additional banks join our already strong banking franchise that is committed to maintaining separately chartered affiliate banks and preserving what is best about community banking.”
“We are ensuring the longevity of hometown banks who are deeply rooted in their communities. Our two banks are vibrant and strong, but we will be stronger together. This new venture will let us provide customers with the best products, convenience and exceptional service from people they know and trust,” said John W. Breda, President and CEO of Delmarva.
About Virginia Partners Bank
Virginia Partners Bank, headquartered in Fredericksburg, Virginia, was founded in 2008 and has three branches in Fredericksburg, Virginia. In Maryland, Virginia Partners Bank trades under the name Maryland Partners Bank (a division of Virginia Partners Bank), and operates a full service branch and commercial banking office in La Plata, Maryland and a Loan Production Office in Annapolis, Maryland. Virginia Partners Bank also owns a controlling stake in Johnson Mortgage Company, LLC, which is a residential mortgage company headquartered in Newport News, Virginia, with branch offices in Fredericksburg and Williamsburg, Virginia. At June 30, 2019, Virginia Partners Bank had approximately $437.0 million in total assets, $335.1 million in total loans and $334.2 million in total deposits. For more information, visit www.vapartnersbank.com.
For further information, please contact Lloyd B. Harrison, III, Virginia Partners Bank President & Chief Executive Officer, at 540-899-2234.
About Delmar Bancorp
Delmar Bancorp is the holding company for The Bank of Delmarva, which commenced operations in 1896. The Bank of Delmarva’s main office is in Seaford, Delaware and it conducts full service commercial banking through eleven branch locations in Maryland and Delaware, three branches, operating under the name Liberty Bell Bank, in the South Jersey/Philadelphia metro market, and a loan production office in Rehoboth Beach, Delaware. The Bank of Delmarva focuses on serving its local communities, knowing its customers and providing superior customer service. At June 30, 2019, Delmar Bancorp had approximately $770.2 million in total assets, $646.7 million in total loans and $639.5 million in total deposits. For more information, visit www.bankofdelmarvahb.com.
For further information, please contact John W. Breda, Delmar Bancorp President & Chief Executive Officer, at 410-548-1100 x18112.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Securities and Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Partners’, Delmarva’s and Delmar’s operations and policies and regarding general economic conditions. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the transaction between Partners and Delmar and (ii) Partners’ and Delmar’s plans, obligations, expectations and intentions. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “anticipates,” “believe,” “expects,” “plan,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon the beliefs of the respective managements of Partners and Delmar as to the expected outcome of future events, current and anticipated economic conditions, nationally and in the parties’ market, and their impact on the operations and assets of the parties, interest rates and interest rate policy, competitive factors, judgments about the ability of the parties to successfully consummate the share exchange and to integrate the operations of the two companies, the expected growth opportunities or cost savings resulting from the share exchange, which may not be fully realized or take longer than expected to realize; the ability of the two companies to avoid customer dislocation or runoff, and employee attrition, during the period leading up to and following the completion of the share exchange, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Factors that could cause results and outcomes to differ materially include, among others, the ability to complete the share exchange as expected and within the expected timeframe; and the possibility that one or more of the conditions to the completion of the share exchange may not be satisfied. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on such forward-looking statements. Past results are not necessarily indicative of future performance. Partners and Delmar assume no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this release.
Exhibit 99.2
Virginia Partners Bank and Delmar Bancorp Agree
to Extend Time to Complete Share Exchange
FREDERICKSBURG, VA and SALISBURY, MD – August 30, 2019 – Virginia Partners Bank, Fredericksburg, Virginia (“Partners”) (OTCQX: PTRS), and Delmar Bancorp, Salisbury, Maryland (“Delmar”) (OTCQX: DBCP), the parent company of The Bank of Delmarva, Seaford, Delaware (“Delmarva”), announced today that they have agreed to extend the time to complete their share exchange to November 30, 2019.
About Virginia Partners Bank
Virginia Partners Bank, headquartered in Fredericksburg, Virginia, was founded in 2008 and has three branches in Fredericksburg, Virginia. In Maryland, Virginia Partners Bank trades under the name Maryland Partners Bank (a division of Virginia Partners Bank), and operates a full service branch and commercial banking office in La Plata, Maryland and a Loan Production Office in Annapolis, Maryland. Virginia Partners Bank also owns a controlling stake in Johnson Mortgage Company, LLC, which is a residential mortgage company headquartered in Newport News, Virginia, with branch offices in Fredericksburg and Williamsburg, Virginia.
At June 30, 2019, Virginia Partners Bank had approximately $437.0 million in total assets, $335.1 million in total loans and $334.2 million in total deposits. For more information, visit www.vapartnersbank.com.
For further information, please contact Lloyd B. Harrison, III, Virginia Partners Bank President & Chief Executive Officer, at 540-899-2234.
About Delmar Bancorp
Delmar Bancorp is the holding company for The Bank of Delmarva, which commenced operations in 1896. The Bank of Delmarva’s main office is in Seaford, Delaware and it conducts full service commercial banking through eleven branch locations in Maryland and Delaware, three branches, operating under the name Liberty Bell Bank, in the South Jersey/Philadelphia metro market, and a loan production office in Rehoboth Beach, Delaware. The Bank of Delmarva focuses on serving its local communities, knowing its customers and providing superior customer service. At June 30, 2019, Delmar Bancorp had approximately $770.2 million in total assets, $646.7 million in total loans and $639.5 million in total deposits. For more information, visit www.bankofdelmarvahb.com.
For further information, please contact John W. Breda, Delmar Bancorp President & Chief Executive Officer, at 410-548-1100 x18112.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Securities and Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Partners’, Delmarva’s and Delmar’s operations and policies and regarding general economic conditions. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the transaction between Partners and Delmar and (ii) Partners’ and Delmar’s plans, obligations, expectations and intentions, including without limitation the intention to seek an extension of the expiration date for approval of the Federal Reserve. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “anticipates,” “believe,” “expects,” “plan,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon the beliefs of the respective managements of Partners and Delmar as to the expected outcome of future events, current and anticipated economic conditions, nationally and in the parties’ market, and their impact on the operations and assets of the parties, interest rates and interest rate policy, competitive factors, judgments about the ability of the parties to successfully consummate the share exchange and to integrate the operations of the two companies, the expected growth opportunities or cost savings resulting from the share exchange, which may not be fully realized or take longer than expected to realize; the ability of the two companies to avoid customer dislocation or runoff, and employee attrition, during the period leading up to and following the completion of the share exchange, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Factors that could cause results and outcomes to differ materially include, among others, the ability to complete the share exchange as expected and within the expected timeframe; and the possibility that one or more of the conditions to the completion of the share exchange may not be satisfied. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on such forward-looking statements. Past results are not necessarily indicative of future performance. Partners and Delmar assume no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this release.