UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
(Amendment
No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): June 23, 2017
Southern
National Bancorp of Virginia, Inc.
(Exact name of registrant as specified in
its charter)
| Virginia |
001-33037 |
20-1417448 |
|
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 6830 Old Dominion Drive, McLean, Virginia 22101 |
| (Address of Principal Executive Offices) (Zip Code) |
(703) 893-7400
(Registrant's telephone number, including
area code)
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:
| ¨ | 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)) |
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 ¨
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. ¨
Explanatory Note
On June 26, 2017, Southern National Bancorp
of Virginia, Inc. (“SONA”) filed with the Securities and Exchange Commission a Form 8-K reporting the completion of
its acquisition of Eastern Virginia Bankshares, Inc. (“EVBS”) on June 23, 2017. In that filing, SONA indicated that
it would amend the Form 8-K at a later date to include the financial information required by Item 9.01 of Form 8-K. This amendment
to SONA’s June 26, 2017 Form 8-K is being filed to provide such financial information.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. |
| (i) | Audited consolidated financial statements of EVBS as of and for the year ended December 31,
2016 are attached hereto as Exhibit 99.1. |
| (ii) | Audited consolidated financial statements of EVBS as of and for the year ended December 31, 2015
are attached hereto as Exhibit 99.2. |
| (iii) | Audited consolidated financial statements of EVBS as of and for the year ended December 31, 2014
are attached hereto as Exhibit 99.3. |
| (iv) | Unaudited consolidated financial statements of EVBS as of and for the three months ended March
31, 2017 are attached hereto as Exhibit 99.4. |
| (b) | Pro forma financial information. |
| (i) | Unaudited pro forma condensed combined financial information of SONA and EVBS as of and for the three months ended March 31,
2017 and the year ended December 31, 2016 are attached hereto as Exhibit 99.5. |
| Exhibit No. |
|
Description of Exhibit |
| |
|
|
| 23.1 |
|
Consent of Yount, Hyde & Barbour, P.C. |
| |
|
|
| 99.1 |
|
Audited consolidated financial statements of EVBS as of and for the year ended December 31, 2016 (incorporated by reference to EVBS’s Annual Report on Form 10-K for the year ended December 31, 2016, including the reports of Yount, Hyde & Barbour, P.C. on such audited consolidated financial statements (File No. 000-23565), originally filed with the Securities and Exchange Commission on March 15, 2017, as amended on Form 10-K/A on May 1, 2017). |
| |
|
|
| 99.2 |
|
Audited consolidated financial statements of EVBS as of and for the year ended December 31, 2015 (incorporated by reference to EVBS’s Annual Report on Form 10-K for the year ended December 31, 2015, including the reports of Yount, Hyde & Barbour, P.C. on such audited consolidated financial statements (File No. 000-23565), filed with the Securities and Exchange Commission on March 15, 2016). |
| |
|
|
| 99.3 |
|
Audited consolidated financial statements of EVBS as of and for the year ended December 31, 2014 (incorporated by reference to EVBS’s Annual Report on Form 10-K for the year ended December 31, 2014, including the reports of Yount, Hyde & Barbour, P.C. on such audited consolidated financial statements (File No. 000-23565), filed with the Securities and Exchange Commission on March 31, 2015). |
| 99.4 |
|
Unaudited consolidated financial statements of EVBS as of and for the three months ended March 31, 2017 (incorporated by reference to EVBS’s Quarterly Report on Form 10-Q for the period ended March 31, 2017 (File No. 000-23565), filed with the Securities and Exchange Commission on May 8, 2017). |
| |
|
|
| 99.5 |
|
Unaudited pro forma condensed combined financial information of SONA and EVBS as of and for the three months ended March 31, 2017 and the year ended December 31, 2016 (incorporated by reference to SONA’s Registration Statement on Form S-4 (File No. 333-217163), originally filed with the Securities and Exchange Commission on April 5, 2017, as amended on Form S-4/A on May 8, 2017 (Amendment No. 1) and May 10, 2017 (Amendment No. 2), respectively). |
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.
| |
Southern National Bancorp of Virginia, Inc. |
| |
|
|
| Date: September 8, 2017 |
By: |
/s/ J. Adam Sothen |
| |
|
J. Adam Sothen |
| |
|
Executive Vice President and
Chief Financial Officer |
Exhibit Index
| Exhibit No. |
|
Description of Exhibit |
| |
|
|
| 23.1 |
|
Consent of Yount, Hyde & Barbour, P.C. |
| |
|
|
| 99.1 |
|
Audited consolidated financial statements of EVBS as of and for the year ended December 31, 2016 (incorporated by reference to EVBS’s Annual Report on Form 10-K for the year ended December 31, 2016, including the reports of Yount, Hyde & Barbour, P.C. on such audited consolidated financial statements (File No. 000-23565), originally filed with the Securities and Exchange Commission on March 15, 2017, as amended on Form 10-K/A on May 1, 2017). |
| |
|
|
| 99.2 |
|
Audited consolidated financial statements of EVBS as of and for the year ended December 31, 2015 (incorporated by reference to EVBS’s Annual Report on Form 10-K for the year ended December 31, 2015, including the reports of Yount, Hyde & Barbour, P.C. on such audited consolidated financial statements (File No. 000-23565), filed with the Securities and Exchange Commission on March 15, 2016). |
| 99.3 |
|
Audited consolidated financial statements of EVBS as of and for the year ended December 31, 2014 (incorporated by reference to EVBS’s Annual Report on Form 10-K for the year ended December 31, 2014, including the reports of Yount, Hyde & Barbour, P.C. on such audited consolidated financial statements (File No. 000-23565), filed with the Securities and Exchange Commission on March 31, 2015).
|
| 99.4 |
|
Unaudited consolidated financial statements of EVBS as of and for the three months ended March 31, 2017 (incorporated by reference to EVBS’s Quarterly Report on Form 10-Q for the period ended March 31, 2017 (File No. 000-23565), filed with the Securities and Exchange Commission on May 8, 2017). |
| |
|
|
| 99.5 |
|
Unaudited pro forma condensed combined financial information of SONA and EVBS as of and for the three months ended March 31, 2017 and the year ended December 31, 2016 (incorporated by reference to SONA’s Registration Statement on Form S-4 (File No. 333-217163), originally filed with the Securities and Exchange Commission on April 5, 2017, as amended on Form S-4/A on May 8, 2017 (Amendment No. 1) and May 10, 2017 (Amendment No. 2), respectively). |