Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Except as provided in the next sentence, at the Effective Time, each outstanding restricted stock award granted by Fauquier vested fully and was converted into the right to receive the Merger Consideration in respect of each share of Fauquier common stock underlying such award. Each Fauquier restricted stock award issued after the date of the Merger Agreement to a director of Fauquier who joined the board of directors of Virginia National at the Effective Time was converted into a fully vested Virginia National restricted stock award based on the Exchange Ratio, and any transferability restrictions on such Fauquier restricted stock award prior to the Effective Time continue to apply after the Effective Time.
Each share of Virginia National common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger.
Shortly after the Effective Time,
The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated by reference to Exhibit 2.1 to this Current Report on Form 8-K.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As a result of the Merger, Fauquier no longer fulfills the listing requirements
of the Nasdaq Capital Market ("Nasdaq"). On
Fauquier intends to file with the Commission certifications on Form 15 under the Exchange Act to deregister Fauquier common stock under Section 12(g) of the Exchange Act and suspend Fauquier's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as possible.
The information set forth under Item 2.01 of this Current Report on 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
At the Effective Time, each share of Fauquier common stock was converted into the right to receive 0.675 shares of Virginia National common stock.
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The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
On
The information set forth under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the Merger, all of Fauquier's directors ceased serving on the Fauquier board of directors as of the Effective Time.
At the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective upon completion of the Merger, the separate corporate existence of Fauquier ceased. The articles of incorporation of Virginia National, as in effect immediately before the completion of the Merger, and the bylaws of Virginia National, as amended in connection with the Merger, became the articles of incorporation and bylaws of the surviving corporation. Consequently, the articles of incorporation and bylaws of Fauquier ceased to be in effect upon completion of the Merger.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description 2.1 Agreement and Plan of Reorganization, datedSeptember 30, 2020 , between Virginia National Bankshares Corporation andFauquier Bankshares, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed byFauquier Bankshares, Inc. onOctober 2, 2020 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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