f8kvfb120413.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 4, 2013
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VILLAGE BANK AND TRUST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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Virginia
(State or other jurisdiction
of incorporation)
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0-50765
(Commission File Number)
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16-1694602
(IRS Employer
Identification No.)
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15521 Midlothian Turnpike
Midlothian, Virginia
(Address of principal executive offices)
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23113
(Zip Code)
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Registrant’s telephone number, including area code: (804) 897-3900
Not Applicable
(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 (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02
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Unregistered Sales of Equity Securities.
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On December 4, 2013, Village Bank and Trust Financial Corp. (the “Company”) completed the sale of 1,086,500 shares of its common stock to directors and executive officers of the Company at a price of $1.55 per share, or an aggregate of $1,684,075.
The shares were offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
A copy of the press release announcing the sale is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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99.1
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Press release dated December 4, 2013.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VILLAGE BANK AND TRUST FINANCIAL CORP.
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(Registrant)
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Date: December 4, 2013
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By:
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/s/ William G. Foster, Jr.
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William G. Foster, Jr.
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President
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release dated December 4, 2013.
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