8-K

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 (Date of earliest event reported): February 9, 2005

First Capital Bancorp, Inc.

(Exact name of registrant as specified in charter)

Georgia	000-23991	58-2362335
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3320 Holcomb Bridge Road, N.W., Suite A, Norcross, GA 30092

(Address of principal executive offices)                     (Zip Code)

Registrant’s telephone number, including area code   (888) 921-2265  

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 7.01 Regulation FD Disclosure.

On February 9, 2005, First Capital Bancorp, Inc. will make an investor presentation reviewing the Company’s financial performance.  A copy of the investor presentation, dated February 9, 2005, is attached as Exhibit 99.1.

The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
	99.1	First Capital Bancorp, Inc. Investor Presentation, dated February 9, 2005.

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 thereunto duly authorized.

	FIRST CAPITAL BANCORP, INC.
Dated: February 9, 2005	By:       /s/ William R. Blanton
	Name:        William R. Blanton
	Title:          Vice Chairman, Chief Operating Officer,                    and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.
99.1	First Capital Bancorp, Inc. Investor Presentation, dated February 9, 2005.

EX-99

February 9, 2005

Forward-Looking Statements

Certain of the matters discussed today may constitute forward-looking statements for the purposes of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of FIRST Capital Bancorp, Inc. (the
"Company") to be materially different from future results, performance or achievements expressed or implied by such forward-
looking statements. The words "expect," "anticipated," "intend," "plan," "believe," "seek," "estimate," and similar expressions are
intended to identify such forward-looking statements. The Company's actual results may differ materially from the results
anticipated in these forward-looking statements due to a variety of factors, including, without limitation (a) the effects of future
economic conditions on the Company and its customers; (b) the costs and effects of litigation and of unexpected or adverse
outcomes in such litigation; (c) governmental monetary and fiscal policies, as well as legislative and regulatory changes; (d) the
effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial
Accounting Standards Board and other accounting standard setters; (e) the risks of changes in interest rates on the level and
composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well
as interest rate risks; (f) the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance
companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other
financial institutions operating in the Company's market area and elsewhere, including institutions operating locally, regionally,
nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer
and the internet; (g) technological changes; (h) acquisition and integration of acquired businesses; (i) the failure of assumptions
underlying the establishment of reserves for loan loses and estimations of values of collateral in various financial assets and
liabilities; (j) acts of war or terrorism. All written or oral forward-looking statements attributable to the Company are expressly
qualified in their entirety by these cautionary statements.

2

Merger of Equals

CNB Holdings, Inc. (OTC BB)

&

First Capital Bancorp, Inc. (Private)

completed May 28, 2004

3

Balance Sheet Items

$156

$118

$38

Securities

$33

$22

$11

Total Shareholders’ Equity

$458

$341

$117

Total Deposits

$638

$487

$151

Total Assets

$450

$346

$104

Total Loans, net

Combined*

First Capital Bancorp,
Inc. (“Old FCB”)

CNB Holdings, Inc.

In Millions

March 31, 2004

4

* The combined balance sheet items are pre merger.  The combined items are calculated by adding  the selected
CNB Holdings, Inc. and First Capital Bancorp, Inc. balances.  The purpose of the combined numbers is to illustrate
the relative size of each organization prior to the May 28, 2004 merger.

Merger Overview

$16 million purchase price*

CDI: $1.27 million amortized over 4.3 years
(straight-line method)

Goodwill: $7.14 million

Fully subscribed rights offering totaling 1.25
million shares at $12 per share

5

* for accounting purposes, the acquisition was treated as a recapitalization of the Old FCB
with Old FCB as the acquirer (reverse acquisition).

Our New Company at a Glance

5^th largest independent community bank in
Atlanta

2 full-service branches and 2 loan production
offices

$658* million in total assets

$479* million in total loans, net

* at 12/31/04

6

Locations

7

Since the Merger

8  senior-level commercial bankers hired

2  loan production offices opened in North Atlanta (Gwinnett  
& Forsyth counties)

3 treasury management sales professionals hired

Merged the two bank subsidiaries – creating the new First
Capital Bank

1 full-service location closed (Brookside branch)

8

Fourth Quarter Accomplishments

Fully Diluted Earnings Per Share of $.21

26 basis point* increase in consolidated net
interest margin to 3.74%

15%* increase in non interest-bearing deposits

15%* increase in Treasury Management deposits

* Linked quarter Q304 to Q404

9

Our Goals

Double-digit growth in non interest-bearing deposits

Double-digit growth in low cost interest-bearing
deposits

Mid-teens growth in fully diluted earnings per share at
FYE

The goals set forth here and on any of the following pages are our current objectives only.  No
representation is made that we will achieve our "goals" and, as time passes,  facts and
circumstances may change our objectives.

10

Earnings Since the Merger

11

12

Loan Portfolio

13

Total Loans

14

Focusing on Deposit Mix

15

2%

Time Deposits

30%

NOW & MMDA

72%

DDA

2 year CAGR

16

17

18

Protecting Asset Quality

19

20

21

Treasury Management

22

23

24

25

Avenues to Gain Market Share / Deposit Growth

New Relationships

Sales force develops new relationships with additional Management
Companies (each with multiple associations)

Existing Relationships

Current Management Companies move additional condo / home owner
associations under management to smart street platform

Management Companies add additional associations under management

Reserves increase (including long term sinking funds / maintenance
accounts)

26

Map of Current smartstreet Customer Base

27

28

Current smartstreet Sales Force Breakdown

smartstreet employs six full time sales people designated to each territory below
- One full time employee focusing on “global sales”
- We plan to add three additional sales people to cover the Northeast, Northern California and Texas

Addendum

29

30

Bond Portfolio

31

Bond Portfolio

32

Rates :

-300 bp

-200 bp

-100 bp

0

+100 bp

+200 bp

+300 bp

WAL-AFS:

1.93

2.17

2.81

4.32

4.85

5.32

5.65

WAL-HTM:

0.87

1.04

1.83

3.28

4.18

4.50

4.67

TOTAL WAL:

1.87

2.11

2.76

4.27

4.82

5.28

5.60

33

Bond Portfolio
Weighted Average Life

Bond Portfolio
Modified Duration

Rates :

-300 bp

-200 bp

-100 bp

0

+100 bp

+200 bp

+300 bp

Duration-AFS :

1.62

1.77

2.27

3.50

3.84

4.08

4.23

Duration-HTM :

0.87

1.02

1.72

2.86

3.52

3.75

3.87

Total Duration:

1.58

1.74

2.24

3.47

3.83

4.06

4.21

34

Average Balance SheetItems

35

$65.21

$74.32

Non interest-bearing demand
deposits

$519.78

$523.32

Total interest bearing liabilities

$114.01

$117.40

Transaction & money market
deposits

$261.74

$258.65

Time deposits

$137.64

$140.87

Other borrowings

Q3 2004

Q4 2004

In millions

$458.19

$476.66

Loans, net

$54.69

$56.57

Shareholders’ equity

$6.39

$6.39

Subordinated debt

$619.17

$632.52

Total earning assets

Management Team

Years
Experience

Title

Name

19 yrs

Executive Vice President,
Commercial Lending

Steven G. Deaton

34 yrs

Executive Vice President,
Senior Credit Officer

James D. (Don) Tate

30 yrs

Executive Vice President,
Real Estate Lending

Henry G. Vick

18 yrs

Executive Vice President,
Treasurer

Gary A. Thornton

30 yrs

Vice Chairman, COO/CFO

William R. (Bill) Blanton

20 yrs

President and CEO

H. N. (Nat) Padget

36

Shareholder Information

$9.68

Tangible Book Value Per Share*

$11.34

Book Value Per Share

$13.75 - $22.50

Trading Range (52 week) Source: Bloomberg

$21.50

Share price – 2/02/2005 Source: Bloomberg

1.90x

Price to Book

26.5x

Price to Earnings (ttm)

1,341

Average Volume (100 Days) Source: Bloomberg

$108 million

Market Capitalization – 2/02/05 Source: Bloomberg

* non-GAAP – Please see “Tangible Book Value Reconciliation Table” in Addendum section.

37

Tangible Book Value
Reconciliation Table

Shares outstanding

5,027,112

Stockholders' equity

$

57,006,432

Effect of intangible assets

$

(8,345,569)

Tangible book value

$

48,660,863

Book value per share

$

11.34

Effect of intangible assets per share

$

(1.66)

Tangible book value per share

$

9.68

38

This presentation includes unaudited financial tables and contains financial information determined by methods other than in accordance with
Generally Accepted Accounting Principles ("GAAP"). These "non-GAAP" financial measures are “tangible book value" and “tangible book value
per share.”  The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. Tangible book value
is defined as total equity reduced by recorded intangible assets. Tangible book value per share is defined as tangible book value divided by total
common shares outstanding. These measures are important to many investors in the marketplace that are interested in period to period
changes in book value per share exclusive of changes in intangible assets.  These disclosures should not be viewed as a substitute for results
determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures, which may be presented by
other companies. Refer to the "Tangible Book Value Reconciliation Table" for a more detailed analysis of these non-GAAP performance
measures and the most directly comparable GAAP measures.

December 31, 2004