SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 19, 2014
Commission File Number: 001-35768
WASHINGTONFIRST BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
11921 Freedom Drive, Suite 250, Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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))
Item 7.01. Regulation FD Disclosure.
On August 19, 2014, WashingtonFirst Bankshares, Inc. (the “Company”), the holding company for WashingtonFirst Bank, issued a press release, a copy of which is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein ("August 19, 2014 Press Release"). In its August 19, 2014 Press Release, the Company announced that its Board of Directors declared a cash dividend of four cents ($0.04) per share payable on October 1, 2014, to stockholders of record as of September 30, 2014. The dividend payout will be approximately $310,000, on 7.7 million shares of voting and non-voting common stock.
The information included or incorporated in Item 7.01 of this current report, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
In its August 19, 2014 Press Release, the Company also announced that it has redeemed $4.4 million (4,449 shares), or 25% of the $17.8 million outstanding Series D Preferred Stock ("Series D Preferred Stock") that had been issued to the Secretary of the Treasury ("Treasury") in August 2011 through the Company's participation in the Small Business Lending Fund ("SBLF"). The shares were redeemed at their liquidation value of $1,000 per share plus accrued dividends through August 14, 2014, for a total redemption price of $4,454,434.67.
The partial redemption was approved by the Company’s primary federal regulator and funded with the Company’s surplus capital. After the partial redemption, the Company and its wholly-owned banking subsidiary, WashingtonFirst Bank, will continue to have capital in excess of minimum regulatory requirements and at levels that qualify as “well capitalized” under applicable regulatory guidelines. The Company continues to have outstanding $13.3 million (13,347 shares) of Series D Preferred Stock issued through the SBLF program.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits. The press release issued by WashingtonFirst Bankshares, Inc. dated August 19, 2014.
Press release issued by WashingtonFirst Bankshares, Inc. dated August 19, 2014.
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.
WASHINGTONFIRST BANKSHARES, INC.
August 19, 2014
/s/ Matthew R. Johnson
Matthew R. Johnson
Executive Vice President and Chief Financial Officer