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 12, 2013
INTERVEST BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-23377 | 13-3699013 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 1 Rockefeller Plaza, Suite 400, New York, New York | 10020-2002 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number Including Area Code: (212) 218-2800
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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | 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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 12, 2013, the Board of Directors of Intervest Bancshares Corporation (the “Company”), upon recommendation of its Compensation Committee, approved restricted common stock awards under the Company’s 2013 Equity Incentive Plan to certain of the Company’s executive officers and other officers and employees of its wholly-owned subsidiary, Intervest National Bank.
The awards were as follows:
| Name and Title |
Restricted Stock Award (1) (Number of Shares) |
Grant Date Fair Value (2) |
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| Lowell S. Dansker, Chairman and Chief Executive Officer, |
75,000 | $ | 540,750 | |||||
| Keith A. Olsen, |
37,500 | $ | 270,375 | |||||
| Stephen A. Helman, Vice President, |
11,250 | $ | 81,112 | |||||
| John J. Arvonio, Chief Financial and Accounting Officer |
8,000 | $ | 57,680 | |||||
| Robert W. Tonne, Vice President and Chief Credit Officer, |
3,750 | $ | 27,038 | |||||
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| Totals |
135,500 | $ | 976,955 | |||||
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| (1) | The awards vest in installments, subject to the participant’s continued employment with the Company or a subsidiary and subject to accelerated vesting upon the death or disability of the participant or upon a change in control of the Company. The restricted stock awards are subject to other terms and conditions of the Equity Incentive Plan and to the form of Restricted Stock Award Agreement. The schedule of vesting is shown in the table below. |
| (2) | The fair value of the stock awards was based on the closing market price of the common stock on the grant date. |
Vesting Table
| Name |
Total Shares |
Vest 1/2/2014 |
Vest 1/19/2014 |
Vest 1/19/2015 |
Vest 1/24/2015 |
Vest 1/24/2016 |
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| Lowell S. Dansker |
75,000 | 25,000 | 16,667 | 8,333 | 16,667 | 8,333 | ||||||||||||||||||
| Keith A. Olsen |
37,500 | 12,500 | 8,333 | 4,167 | 8,333 | 4,167 | ||||||||||||||||||
| Stephen A. Helman |
11,250 | 6,250 | 1,667 | 834 | 1,666 | 833 | ||||||||||||||||||
| John J. Arvonio |
8,000 | 2,500 | 1,667 | 833 | 2,000 | 1,000 | ||||||||||||||||||
| Robert W. Tonne |
3,750 | — | 833 | 417 | 1,667 | 833 | ||||||||||||||||||
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 thereunto duly authorized.
| INTERVEST BANCSHARES CORPORATION | ||||||||
| Date: December 13, 2013 | By: | /s/ Lowell S. Dansker | ||||||
| Lowell S. Dansker | ||||||||
| Chairman and Chief Executive Officer | ||||||||