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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: September 1, 2000
(Date of earliest event reported)
CARDINAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Virginia 0-24557 54-1874630
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
10555 Main Street, Suite 500
Fairfax, Virginia 22030
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(703) 934-9200
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Item 2. Acquisition or Disposition of Assets.
On September 1, 2000, Heritage Bancorp, Inc. ("Heritage"), a Virginia
corporation, was merged with and into Cardinal Merger Corp. ("CMC"), a Virginia
corporation and wholly owned subsidiary of Cardinal Financial Corporation (the
"Company"), a Virginia corporation (the "Merger"). The Merger was consummated
pursuant to an Amended and Restated Agreement and Plan of Reorganization, dated
as of June 19, 2000, by and between Heritage, CMC and the Company, as amended by
a First Amendment to Amended and Restated Agreement and Plan of Reorganization,
dated as of August 28, 2000, by and between such parties, and a related Plan of
Merger.
Under the terms of the Merger, each outstanding share of Heritage's
common stock, without par value ("Heritage Common Stock"), was converted into
the right to receive, at the election of the shareholder, $6.00 in cash, 1.2
shares of the Company's 7.25% Cumulative Convertible Preferred Stock, Series A,
par value $1.00 per share (the "Series A Preferred Stock"), or a combination
thereof, and cash in lieu of fractional shares. Each such election was subject
to certain adjustments to permit the Company to issue in the aggregate an equal
amount of cash and Series A Preferred Stock. There were 2,352,729 shares of
Heritage Common Stock outstanding immediately prior to the consummation of the
Merger.
In connection with the Merger, The Heritage Bank, the former subsidiary
of Heritage, became a wholly owned subsidiary of CMC. In addition, three of the
former directors of Heritage became directors of the Company.
For a more detailed description of the Merger, see the Joint Proxy
Statement/Prospectus that is a part of Amendment No. 1 to the Registration
Statement on Form S-4, Registration No. 333-38380, filed by the Company with the
Securities and Exchange Commission on June 20, 2000, under the Securities Act of
1933, as amended, which is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of Heritage required to be included in
this report are not included herein pursuant to Item 7(a)(4) and
will be filed as soon as possible.
(b) Pro Forma Financial Information.
The pro forma financial information required to be included in this
report are not included herein pursuant to Item 7(b)(2) and will be
filed as soon as possible.
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(c) Exhibits.
Exhibit No. Description
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2.1 Amended and Restated Agreement and Plan of
Reorganization, dated as of June 19, 2000, by and
between Heritage, CMC and the Company, filed as
Exhibit 2.1 to Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-38380), dated
June 20, 2000, incorporated herein by reference.
2.2 First Amendment to Amended and Restated Agreement
and Plan of Reorganization, dated as of August 28,
2000, by and between Heritage, CMC and the
Company.*
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* Filed herewith.
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SIGNATURE
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.
CARDINAL FINANCIAL CORPORATION
Dated: September 18, 2000 By: /s/ Joseph L. Borrelli
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Joseph L. Borrelli
Chief Financial Officer
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INDEX TO EXHIBITS
No. Description
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2.1 Amended and Restated Agreement and Plan of Reorganization, dated
as of June 19, 2000, by and between Heritage Bancorp, Inc.,
Cardinal Merger Corporation and Cardinal Financial Corporation,
filed as Exhibit 2.1 to Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-38380), dated June 20, 2000,
incorporated herein by reference.
2.2 First Amendment to Amended and Restated Agreement and Plan of
Reorganization, dated as of August 28, 2000, by and between
Heritage Bancorp, Inc., Cardinal Merger Corporation and Cardinal
Financial Corporation.*
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* Filed herewith.
