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): December 31, 2019

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 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:

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 2 .01 **** Completion of Acquisition or Disposition of Assets ****

Effective as of 5:01 p.m. on December 31, 2019 (the “Effective Time”), First Community Bankshares, Inc., a Virginia corporation (“First Community”) completed its previously announced merger (the “Merger”) with Highlands Bankshares, Inc., a Virginia corporation headquartered in Abingdon, Virginia (“Highlands”), pursuant to an Agreement and Plan of Merger (the “Agreement”) dated as of September 11, 2019, by and between First Community and Highlands. At the Effective Time, Highlands merged with and into First Community, with First Community as the surviving corporation in the Merger.

Immediately following the Merger, Highlands Union Bank, a wholly-owned subsidiary of Highlands, merged with and into First Community Bank, a wholly-owned subsidiary of First Community (the “Bank Merger”), with First Community Bank as the surviving bank in the Bank Merger.

The foregoing description of the transactions contemplated by the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, attached as Exhibit 2.1 to First Community’s Current Report on Form 8-K filed on September 11, 2019 and incorporated herein by reference.

Item 8 .01 Other Events

On December 31, 2019, First Community issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission. A copy of the press release shall not be deemed “filed” for any purpose.

Item 9.01 **** Financial Statements and Exhibits

(a)          Financial Statements of Businesses Acquired.

Financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K (this “Report”) no later than 71 days following the date that this Report is required to be filed.

(b)          Pro Forma Financial Information.

Pro forma financial information will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed.

(d)           Exhibits:

2.1         Agreement and Plan of Merger, dated as of September 11, 2019, by and between First Community Bankshares, Inc. and Highlands Bankshares, Inc. (attached as Exhibit 2.1 to First Community’s Form 8-K filed on September 11, 2019 and incorporated herein by reference).

99.1         Press Release, dated December 31. 2019, issued by First Community Bankshares, Inc.

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.

ex_168490.htm

Exhibit 99.1

First Community Ban k shares, Inc. Completes Acquisition of Highlands Bankshares, Inc.

Bluefield, Virginia – First Community Bankshares, Inc. (NASDAQ: FCBC) (www.firstcommunitybank.com) is pleased to announce completion of its merger with Highlands Bankshares, Inc., effective after the close of business on December 31, 2019. Immediately following the merger, Highlands Union Bank, the wholly-owned banking subsidiary of Highlands, merged with and into First Community Bank, the wholly-owned banking subsidiary of First Community.

With the merger, First Community significantly expands its existing community banking relationships, customer service locations, and network of local banking professionals in southwestern Virginia, northwestern North Carolina, and eastern Tennessee.

The acquired Highlands locations will open as First Community Bank branches the morning of January 2, 2020. Although Highlands customers will not be converted to First Community’s operating system until the holiday weekend of January 18-21, Highlands customers may continue using all Highlands branches and other banking outlets (ATM’s internet banking, etc.) and, in addition, may begin using First Community branches on January 2.

“On behalf of First Community’s board of directors and employees, we are delighted that Highlands has joined First Community. We couldn’t be more pleased to welcome Highlands’ customers and employees to the First Community family and look forward to providing even better service to our existing First Community customers and to our new Highlands customers through our expanded branch presence,” said William P. Stafford, II, Chairman and Chief Executive Officer of First Community. “Having now worked with the folks at First Community, I am convinced that the Highlands board of directors selected the best possible partner for our customers, shareholders and employees. This merger further demonstrates First Community’s commitment to southwestern Virginia, northwestern North Carolina, and eastern Tennessee and solidifies its presence as an integral part of these communities,” said Robert W. Moser, Jr., Chairman of Highlands.

About First Community Ban k shares, Inc.

First Community Bankshares, Inc., a financial holding company headquartered in Bluefield, Virginia, provides banking products and services through its wholly owned subsidiary First Community Bank. First Community Bank operated 44 branch banking locations in Virginia, West Virginia, North Carolina, and Tennessee as of September 30, 2019. First Community Bank offers wealth management and investment advice through its Trust Division and First Community Wealth Management, which collectively managed and administered $1.08 billion in combined assets as of September 30, 2019. The Company reported consolidated assets of $2.21 billion as of September 30, 2019. The Company’s common stock is listed on the NASDAQ Global Select Market under the trading symbol, “FCBC”. Additional investor information is available on the Company’s website at www.firstcommunitybank.com.

This news release may include forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission reports including, but not limited to, the Annual Report on Form 10-K for the most recent fiscal year end. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.