Revised Proxy Soliciting Materials (definitive) (defr14a)
29 Avril 2015 - 5:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the
Registrant x Filed by
a party other than the Registrant ¨
Check the appropriate box:
|
|
|
¨ |
|
Preliminary Proxy Statement |
|
|
¨ |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
|
x |
|
Definitive Proxy Statement |
|
|
¨ |
|
Definitive Additional Materials |
|
|
¨ |
|
Soliciting Material Pursuant to §240.14a-12 |
First
Capital Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
|
|
|
|
x |
|
No fee required. |
|
|
¨ |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
|
|
|
1) |
|
Title of each class of securities to which transaction applies:
|
|
|
2) |
|
Aggregate number of securities to which transaction applies:
|
|
|
3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
|
|
|
4) |
|
Proposed maximum aggregate value of transaction:
|
|
|
5) |
|
Total fee paid:
|
|
|
¨ |
|
Fee paid previously with preliminary materials. |
|
|
¨ |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
|
|
|
|
|
1) |
|
Amount previously paid:
|
|
|
2) |
|
Form, Schedule or Registration Statement No:
|
|
|
3) |
|
Filing party:
|
|
|
4) |
|
Date Filed:
|
SEC 1913 (04-05)
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid
OMB control number.
April 29, 2015
FIRST CAPITAL BANCORP, INC.
4222 Cox Road
Glen
Allen, Virginia 23060
AMENDMENT NO. 1 TO PROXY STATEMENT
DATED APRIL 15, 2015, FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD MAY 20, 2015
This
Amendment No. 1 amends the Proxy Statement of First Capital Bancorp, Inc. (the Company) originally filed with the Securities and Exchange Commission and mailed to stockholders on April 15, 2015. Specifically, this Amendment
No. 1 amends only the table showing the stock ownership of the Companys executive officers and directors, which is disclosed in the Voting Securities and Principal Stockholders section of the Proxy Statement beginning on page
3 thereof to include shares of common stock of the Company beneficially owned by the Companys executive officers and one of the Companys directors that were not previously included in that table as originally filed, due to an
inadvertent, clerical error.
With respect to the Companys named executive officers in the table and the affected director, the number of shares
inadvertently omitted from the table were as follows: Gerald Blake 1,000 shares; Gary L. Armstrong 18,750 shares; John M. Presley 75,000 shares; and Robert G. Watts, Jr. 37,503 shares. With respect to the total number of
shares owned by the current directors and executive officers as a group, 185,303 shares owned by executive officers and one director were omitted from the amount shown in the table. In connection with the inclusion of the omitted shares, some of the
ownership percentages in the table have been adjusted accordingly.
For ease of reference, the corrected table, including all of the applicable footnotes,
is set forth below. There were no changes to the footnotes.
|
|
|
|
|
|
|
|
|
Name |
|
Number of Shares (1) |
|
|
Percent of Class (1) |
|
|
|
|
Kenneth R. Lehman |
|
|
7,307,612 |
|
|
|
47.5 |
% |
Gerald Blake |
|
|
96,905 |
|
|
|
|
* |
Grant S. Grayson |
|
|
216,563 |
|
|
|
1.7 |
% |
Gary L. Armstrong |
|
|
114,250 |
|
|
|
|
* |
Yancey S. Jones |
|
|
213,528 |
|
|
|
1.7 |
% |
John M. Presley |
|
|
447,388 |
|
|
|
3.4 |
% |
Debra L. Richardson |
|
|
58,150 |
|
|
|
|
* |
Robert G. Watts, Jr. |
|
|
111,575 |
|
|
|
|
* |
Richard W. Wright |
|
|
273,320 |
|
|
|
2.1 |
% |
Gerald Yospin |
|
|
76,556 |
|
|
|
|
* |
Martin L. Brill |
|
|
107,672 |
|
|
|
|
* |
Robert G. Whitten |
|
|
28,279 |
|
|
|
|
* |
Neil P. Amin |
|
|
8,269 |
|
|
|
|
* |
|
|
|
Current directors and executive officers as a group (17 persons) |
|
|
9,291,365 |
|
|
|
62.8 |
% |
(1) |
Amounts reflect shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 31, 2015, as follows: Mr. Lehman 0 shares; Mr. Blake 8,500 shares; Mr. Grayson
12,500 shares; Mr. Armstrong 13,500 shares; Mr. Jones 8,500 shares; Mr. Presley 12,500; Ms. Richardson 8,500 shares; Mr. Watts 10,000 shares; Mr. Wright 12,500 shares; Mr. Yospin 8,500 shares; Mr. Brill 0
shares; Mr. Whitten 0 shares; and Mr. Amin 0 shares. |
Also included are shares of common stock issuable upon the exercise of warrants currently
exercisable as follows: Mr. Lehman 2,434,537 shares; Mr. Blake 16,281 shares, Mr. Grayson 50,000 shares; Mr. Armstrong 17,250 shares; Mr. Jones 0 shares; Mr. Presley 62,485 shares; Ms. Richardson 7,500;
Mr. Watts 9,175 shares; Mr. Wright 33,800 shares; Mr. Yospin 10,123 shares; Mr. Brill 0 shares; Mr. Whitten 0 shares and Mr. Amin 0 shares.
Also included are shares of unvested restricted stock which can be voted by the recipient, as follows: Mr. Lehman 1,000 shares;
Mr. Blake 1,000 shares, Mr. Grayson 11,000 shares; Mr. Armstrong 33,333 shares; Mr. Jones 1,000 shares; Mr. Presley 50,000 shares; Ms. Richardson 1.000 shares; Mr. Watts 51,667 shares; Mr. Wright 1,000 shares;
Mr. Yospin 1,000 shares; Mr. Brill 1,000 shares; Mr. Whitten 1,000 shares and Mr. Amin 1,000 shares.
* |
Ownership interest less than 1%. |
(MM) (NASDAQ:FCVA)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
(MM) (NASDAQ:FCVA)
Graphique Historique de l'Action
De Sept 2023 à Sept 2024