8-K

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):  October 12, 2018

FVCBankcorp, Inc.

(Exact name of registrant as specified in its charter)

Virginia	001-38647	47-5020283
(State or other jurisdiction	(Commission file number)	(IRS Employer
of incorporation)		Number)

11325 Random Hills Road

Fairfax, Virginia 22030

(Address of Principal Executive Offices) (Zip Code)

(703) 436-3800

Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

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

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

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 2.01.Completion of Acquisition or Disposition of Assets

On October 12, 2018, FVCBankcorp, Inc. (“FVCB”) completed its acquisition of Colombo Bank (“Colombo”). The acquisition of Colombo was effected through the merger (the “Merger”) of Colombo with and into FVCbank, FVCB’s wholly-owned subsidiary bank, in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) among FVCB, FVCbank and Colombo, dated May 3, 2018.

Pursuant to the Merger Agreement, based on the average closing price of FVCB common stock during the five trading day period ended on October 10, 2018, the second trading day prior to closing, of $19.614 (the FVCB Average Closing Price”) holders of shares of Colombo common stock have a right to receive 0.002217 shares of FVCB common stock and $0.053157 in cash for each share of Colombo common stock held immediately prior to the effective date of the Merger, plus cash in lieu of fractional shares at a rate equal to the FVCB Average Closing Price, and subject to the right of holders of Colombo Common Stock who own fewer than 45,106 shares of Colombo common stock after aggregation of all shares held in the same name, and who make a timely election, to receive only cash in an amount equal to $0.096649 per share of Colombo common stock.

Each share of FVCB common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger.  As a result of the Merger, approximately 763,198 shares of FVCB common stock are expected to be issued in exchange for outstanding shares of Colombo common stock, subject to adjustment for the elimination of fractional shares and valid elections to receive only cash consideration.

This description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to this report. A copy of the news release announcing the completion of the Merger is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 5.02Departure of Directors or Certain Executive Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In accordance with the Merger Agreement, as of the effective time, Morton A. Bender was appointed to fill a newly created vacancy in the Company’s Board of Directors.  Mr. Bender will also serve as a member of the Board of Directors of FVCbank.  Other than the Merger and the terms of the Merger Agreement, there are no arrangements or understandings between Mr. Bender and any other person pursuant to which he was selected as director and there are no material transactions between Mr. Bender and the Company.

Item 9.01.Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated as of May 3, 2018 by and among FVCBankcorp, Inc., FVCbank and Colombo Bank (1)
99.1	News Release, dated October 12, 2018

(1)Incorporated by reference to Exhibit 2.1 to FVCBankcorp, Inc.’s Registration Statement on Form S-1 (Registration No. 333-226942) filed on August 20, 2018.

2

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.

	FVCBANKCORP, INC.
	By:	/s/ Jennifer L. Deacon
		Jennifer L. Deacon, Executive Vice President and Chief Financial Officer
Dated: October 15, 2018

3

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contacts:	David W. Pijor	Patricia A. Ferrick
	Chairman and CEO	President
	FVCBankcorp, Inc.	FVCBankcorp, Inc.
	(703) 436-3802	(703) 436-3822
	DPijor@FVCBank.com	PFerrick@FVCBank.com

FVCBANKCORP, INC. COMPLETES MERGER
WITH COLOMBO BANK

FAIRFAX, VA — (BUSINESS WIRE)— October 12, 2018 — FVCBankcorp, Inc. (“FVCB” or the “Company”) (Nasdaq: FVCB), announced that the acquisition of Colombo Bank (“Colombo”), through the merger of Colombo with and into FVCbank, became effective on October 12, 2018, after the close of business.

As a result of the merger, FVCbank has aggregate assets on a pro forma basis as of June 30, 2018 of approximately $1.4 billion, net loans of approximately $1.1 billion and deposits of approximately $1.2 billion. FVCbank now has 11 full service branches in Northern Virginia, Montgomery County, Maryland, Baltimore, Maryland and the District of Columbia and one loan production office in Lutherville, Maryland.

Each share of Colombo common stock has been converted into 0.002217 shares of FVCB common stock and $0.053157 in cash, as a result of the effectiveness of the merger, except that any beneficial owner of Colombo common stock that is entitled to receive fewer than 100 shares of FVCB common stock is entitled to elect to receive all cash consideration of $0.096649 per share of Colombo common stock. As a result of the acquisition, FVCB is issuing approximately 763,000 shares of FVCB common stock. The aggregate value of the transaction, based on FVCB’s closing price on October 12, 2018 is approximately $33.3 million.

“We are extremely excited about our combination with Colombo Bank and what this means for customers, shareholders and the community,” said David W. Pijor, Chairman and Chief Executive of FVCB and FVCbank. “We are dedicated to providing our customers in our Maryland and Washington D.C. markets with a high level of service, value added technology and banking products, and a commitment to excellence. We welcome Morton Bender to our Board, Gil Kennedy as our Regional President for Washington D.C./Maryland and the team of Colombo professionals to our combined company.”

Mr. Bender stated, “I am proud to be joining FVCB’s and FVCbank’s boards of directors and working to expand the combined bank’s customer reach within our larger branch footprint. I am very pleased to have combined Colombo Bank in partnership with FVCB, a company committed to excellence in the community banking model.”

Mr. Kennedy said, “I am delighted to be joining FVCbank as an executive officer and market president expanding on the great momentum our colleagues at Colombo have achieved in recent years. I look forward to working with FVCbank’s exceptional people to continue to serve our existing customers and develop new customers.”

About FVCBankcorp, Inc.

FVCbank commenced operations in November 2007 and is the wholly-owned subsidiary of FVCB. FVCbank is a $1.1 billion Virginia-chartered community bank serving the banking needs of commercial businesses, nonprofit organizations, professional service entities, their owners and employees located in the greater Washington, D.C., metropolitan and Northern Virginia area. Locally owned and managed, it is based in Fairfax, Virginia, and has 11 full-service offices in Arlington, Ashburn, Fairfax, Manassas, Reston and Springfield, Virginia; Washington, D.C.; and Baltimore, Bethesda, Rockville and Silver Spring, Maryland.

Forward-Looking Statements

Certain statements contained in this communication may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “would,” “could,” “believes,” “plans,” “potential,” “continue,” “should,” or “intend,” and similar words or phrases, future or conditional verb tenses, and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to FVCB’s future growth and management’s outlook or expectations for revenue, assets, asset quality, profitability, business prospects, net interest margin, non-interest revenue, allowance for loan losses, the level of credit losses from lending, liquidity levels, capital levels, or other future financial or business performance strategies or expectations.

Readers are cautioned not to place undue reliance on the forward-looking statements contained in this document in that actual results could differ materially from those indicated in such forward-looking statements, due to a variety of factors. These statements are based upon the beliefs of the management of FVCB as to the expected outcome of future events, current and anticipated economic conditions, nationally and in FVCB’s markets, and their impact on the operations and assets of FVCB, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Factors that could cause actual results to differ materially from forward-looking statements or historical performance include, among others: changes in FVCB’s operating or expansion strategy, availability of and costs associated with obtaining adequate and timely sources of liquidity, the ability to maintain credit quality, possible adverse rulings, judgments, settlements and other outcomes of pending litigation, the ability of FVCB to collect amounts due under loan agreements, changes in consumer preferences, effectiveness of FVCB’s interest rate risk management strategies, laws and regulations affecting financial institutions in general or relating to taxes, the effect of pending or future legislation, delays in integrating Colombo Bank’s business or fully realizing cost savings and other benefits of the merger, business disruption following the merger with Colombo Bank, changes in interest rates and capital markets, inflation, customer acceptance of FVCB’s products and services, customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions and other risk factors. Any forward-looking statement speaks only as of the date of this document, and we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this document.