8-K
Bank Of The James Financial Group Inc (BOTJ)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CurrentReport
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 8, 2020
BANK OF THE JAMES FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Virginia | 001-35402 | 20-0500300 |
|---|---|---|
| (State or other jurisdiction of<br><br><br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br><br><br>Identification No.) |
| 828 Main Street, Lynchburg, VA | 24504 | |
| (Address of principal executive offices) | (Zip Code) |
(434) 846-2000
(Registrant’s telephone number, including area code)
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:
| ☐ | 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<br>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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, $2.14 par value | BOTJ | The NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 8.01 - Other Events
On Wednesday, July 8, 2020, Bank of the James Financial Group, Inc. (the “Company”) completed its previously-reported private placement of unregistered debt securities (the “2020 Offering”). In the 2020 Offering, the Company offered and has closed subscriptions for $10,050,000 in aggregate principal of unsecured promissory notes (the “2020 Notes”). The 2020 Notes bear interest at the rate of 3.25% per year with interest payable quarterly in arrears. The 2020 Notes will mature on June 30, 2025 and are subject to full or partial repayment on or after June 30, 2021. $5,000,000 of the proceeds was used to fully redeem the Company’s outstanding 4.00% notes that were issued in 2017. The Company intends to use the remaining proceeds for general corporate purposes, which may include a contribution of capital to the Company’s wholly-owned bank subsidiary, Bank of the James and to pay interest on the 2020 Notes.
On Thursday, July 9, 2020, the Company issued a press release announcing the completion of the 2020 Offering (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be considered “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), 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, as amended, or the Exchange Act.”
Item 9.01 - Financial Statements and Exhibits.
(a) Financial statements of businesses acquired – not applicable
(b) Pro forma financial information – not applicable
(c) Shell company transactions – not applicable
(d) Exhibits
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Bank of the James Financial Group, Inc. Press Release dated July 9, 2020 |
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SIGNATURE
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.
| Date: July 9, 2020 | BANK OF THE JAMES FINANCIAL GROUP, INC. | |
|---|---|---|
| By: | /s/ J. Todd Scruggs | |
| J. Todd Scruggs | ||
| Secretary-Treasurer |
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EX-99.1
Exhibit 99.1
Bank of the James Announces Completion of Private Placement of Debt
LYNCHBURG, Va., July 9, 2020 — Bank of the James Financial Group, Inc. (the “Company”) (NASDAQ:BOTJ), the parent company of Bank of the James, a full-service commercial and retail bank serving the greater Lynchburg area (Region 2000), and the Charlottesville, Harrisonburg, and Roanoke, Virginia markets, today announced it completed a private placement of an unregistered debt offering pursuant to which it issued $10,050,000 in five-year notes. The notes pay interest at the rate of 3.25%. The notes mature on June 30, 2025 and are callable by the Company on or after June 30, 2021.
Robert R. Chapman III, President, commented “We are pleased that 39 local, accredited investors showed their confidence in our future by making this investment. We have used $5,000,000 of the proceeds to retire an earlier private placement. We intend to use the balance of the proceeds for general corporate purposes, which may include a contribution of capital to our Bank of the James subsidiary, and to pay interest on the notes.”
About the Company
Bank of the James, a wholly owned subsidiary of Bank of the James Financial Group, Inc. opened for business in July 1999 and is headquartered in Lynchburg, Virginia. The bank currently services customers in Virginia from offices located in Altavista, Amherst, Appomattox, Bedford, Blacksburg, Charlottesville, Forest, Harrisonburg, Lexington, Lynchburg, Madison Heights, Roanoke, and Rustburg. The bank offers full investment and insurance services through its BOTJ Investment Services division and BOTJ Insurance, Inc. subsidiary. The bank provides mortgage loan origination through Bank of the James Mortgage, a division of Bank of the James. Bank of the James Financial Group, Inc. common stock is listed under the symbol “BOTJ” on the NASDAQ Stock Market, LLC. Additional information on the Company is available at www.bankofthejames.bank.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “plan” and similar expressions and variations thereof identify certain of such forward-looking statements which speak only as of the dates on which they were made. Bank of the James Financial Group, Inc. (the “Company”) undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Such factors include, but are not limited to, competition, general economic conditions, potential changes in interest rates, and changes in the value of real estate securing loans made by Bank of the James (the “Bank”), a subsidiary of the Company. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Company’s filings with the Securities and Exchange Commission and previously filed by the Bank (as predecessor of the Company) with the Federal Reserve Board.
CONTACT: J. Todd Scruggs, Executive Vice President and Chief Financial Officer (434) 846-2000.