UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 1, 2010
(Date of earliest event reported)
Union First Market Bankshares Corporation
(Exact name of registrant as specified in its charter)
| Virginia | 000-20293 | 54-1598552 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
111 Virginia Street, Suite 200
Richmond, Virginia 23219
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (804) 633-5031
(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):
| ¨ | 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)) |
On February 5, 2010, Union First Market Bankshares Corporation (“Union” or the “Company”) filed a Form 8-K reporting the completion of its acquisition of First Market Bank, FSB (“FMB”) on February 1, 2010. In that filing the Company indicated that it would amend the Form 8-K at a later date to include the financial information required by Item 9.01. This amendment to the Company’s February 5, 2010 Form 8-K is being filed to provide such financial information, which is attached to this report as Exhibits 99.1, 99.2 and 99.3.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
(i) The audited consolidated balance sheets of FMB as of December 31, 2008, 2007 and 2006, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008, and the related notes and report of independent auditors thereto, are attached hereto as Exhibit 99.1 and incorporated by reference herein (collectively, the “FMB Audited Information”).
(ii) The unaudited consolidated balance sheet of FMB as of September 30, 2009 and 2008, the unaudited consolidated statements of income for the three months and nine months ended September 30, 2009 and 2008, and the unaudited consolidated statements of cash flows for the nine months ended September 30, 2009 and 2008, and the related notes thereto, are attached hereto as Exhibit 99.2 and incorporated by reference herein (collectively, the “FMB Unaudited Information”).
(b) Pro forma financial information.
Union and FMB unaudited pro forma condensed combined balance sheet as of September 30, 2009, and the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2009 and for the year ended December 31, 2008, and the related notes to the unaudited pro forma condensed combined financial information, are attached hereto as Exhibit 99.3 and incorporated by reference herein (collectively, the “Union-FMB Pro Forma Financial Information”).
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit |
Description of Exhibit | |
| 23.1 | Consent of McGladrey & Pullen, LLP. | |
| 99.1 | FMB Audited Information. | |
| 99.2 | FMB Unaudited Information. | |
| 99.3 | Union-FMB Pro Forma Financial Information. | |
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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.
| UNION FIRST MARKET | ||
| BANKSHARES CORPORATION | ||
| By: | /S/ D. ANTHONY PEAY | |
| D. Anthony Peay | ||
| Executive Vice President and Chief Financial Officer | ||
Date: April 19, 2010
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EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 23.1 | Consent of McGladrey & Pullen, LLP. | |
| 99.1 | FMB Audited Information. | |
| 99.2 | FMB Unaudited Information. | |
| 99.3 | Union-FMB Pro Forma Financial Information. | |