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: December 20, 2012
(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.) |
1051 East Cary Street
Suite 1200
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)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On December 20, 2012, Union First Market Bankshares Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Markel Corporation (the “Seller”). Pursuant to the Agreement, the Company purchased 750,000 shares of its common stock from the Seller for an aggregate purchase price of $11,580,000, or $15.44 per share. The repurchase was funded with cash on hand. The Company intends to retire the shares.
The foregoing summary of the Stock Purchase Agreement is qualified by reference to the full text of the Stock Purchase Agreement, which is included as Exhibit 10.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are filed herewith:
| Exhibit |
Description of Exhibit | |
| 10.1 | Stock Purchase Agreement dated December 20, 2012. | |
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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/ Robert M. Gorman | |
| Robert M. Gorman | ||
| Executive Vice President and Chief Financial Officer | ||
Date: December 21, 2012
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EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 10.1 | Stock Purchase Agreement dated December 20, 2012. | |