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 1, 2005
MVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| West Virginia | 000-50567 | 20-0034461 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
301 Virginia Avenue
Fairmont, West Virginia 26554-2777
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including area code: (304) 363-4800
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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | 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 (17CFR240.13e-4(c)) |
Items To Be Included In This Report
Item 1.01 Entry Into Material Definitive Agreements
On August 1, 2005, MVB Financial Corp. (“MVB”), Fairmont, West Virginia, announced the signing by MVB Bank, Inc. (“MVB Bank”) and Susquehanna Bank (“Susquehanna”) of a Purchase and Assumption Agreement (“Agreement”) to acquire the Charles Town, West Virginia, branch office of Susquehanna. MVB Bank is a West Virginia state-chartered bank, and Susquehanna is a Maryland state-chartered bank. Furnished as Exhibit 99 and incorporated by reference is the news release issued by MVB. Attached as Exhibit 2 and incorporated herein by reference is the Agreement.
The Agreement provides that upon the effective date of the transaction, which shall be October 7, 2005, MVB Bank will purchase and assume certain liabilities associated with the Susquehanna’s branch banking office located at 88 Somerset Boulevard, Charles Town, West Virginia (the “Branch”). The assets to be purchased include cash on hand at the close of business on the effective date, the furniture, fixtures and equipment located at the Branch and the real estate that constitute the Branch premises. Additionally, MVB Bank will assume certain deposit accounts and certificates of deposit which at May 31, 2005, totaled $16,783,000. The purchase price for the transaction is $2,655,000.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (c) | Exhibits | |||||||
| Exhibit 2 |
Purchase and Assumption Agreement By and Between Susquehanna Bank and MVB Bank, Inc., dated August 1, 2005 | |||||||
| Exhibit 99 |
Press Release Dated August 1, 2005 | |||||||
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 1, 2005 | MVB Financial Corp. | |||
| By: | /s/ James R. Martin | |||
| James R. Martin | ||||
| President | ||||
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