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: June 9, 2013
(Date of earliest event reported)
UNION FIRST MARKET BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 0-20293 | 54-1598552 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1051 East Cary Street
Suite 1200
Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
(804) 633-5031
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| x | 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 8.01. | Other Events. |
On June 10, 2013, Union First Market Bankshares Corporation (“Union”) and StellarOne Corporation (“StellarOne”) announced that they have entered into an Agreement and Plan of Reorganization, dated as of June 9, 2013 (the “Merger Agreement”), pursuant to which StellarOne will merge with and into Union.
A copy of the press release issued jointly by Union and StellarOne announcing the execution of the Merger Agreement is included as Exhibit 99.1 to this report and is incorporated herein by reference. In addition, Union and StellarOne will be providing supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. The slides to be used in connection with these presentations are attached hereto as Exhibit 99.2.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits | |||
| The following exhibits are filed herewith: | ||||
| Exhibit No. |
Description | |||
| 99.1 | Press release issued jointly by Union First Market Bankshares Corporation and StellarOne Corporation on June 10, 2013. | |||
| 99.2 | Investor Presentation, dated June 10, 2013. | |||
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: June 10, 2013
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release issued jointly by Union First Market Bankshares Corporation and StellarOne Corporation on June 10, 2013. | |
| 99.2 | Investor Presentation, dated June 10, 2013. | |