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): January 9, 2015

___________

 

VILLAGE BANK AND TRUST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

Virginia (State or other jurisdiction of incorporation)

0-50765 (Commission File Number)

16-1694602 (IRS Employer Identification No.)

 

13319 Midlothian Turnpike Midlothian, Virginia (Address of principal executive offices)

23113 (Zip Code)

 

Registrant’s telephone number, including area code: (804) 897-3900

 

n/a

(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:

 

¨

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))

 

 

Item 8.01

Other Events.

 

On January 9, 2015, Village Bank and Trust Financial Corp. (the “Company”) issued a press release announcing that a record date of 5:00 p.m. Eastern Standard Time on January 20, 2015 has been set for its previously announced rights offering (the “Rights Offering”). A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

 

A registration statement (the “Registration Statement”) relating to the Rights Offering has been filed with the Securities and Exchange Commission but has not yet become effective. The information in the Registration Statement is not complete and may be changed. The Company’s securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Company’s securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

The following exhibits are filed herewith:

 

Exhibit No.		Description of Exhibit
99.1		Press Release dated January 9, 2015.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	VILLAGE BANK AND TRUST FINANCIAL CORP.
	(Registrant)
Date:  January 9, 2015	By:	/s/ C. Harril Whitehurst, Jr.
		C. Harril Whitehurst, Jr.
		Executive Vice President and CFO

 

 

Exhibit Index

 

Exhibit No.		Description of Exhibit
99.1		Press Release dated January 9, 2015.