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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: October 1, 1999
(Date of earliest event reported)
SOUTHERN FINANCIAL BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 0-22836 54-1779978
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
37 East Main Street
Warrenton, Virginia 20186
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(540) 349-3900
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Item 2. Acquisition or Disposition of Assets.
On October 1, 1999, The Horizon Bank of Virginia ("Horizon"), a
Virginia state bank, was merged with and into Southern Financial Bank (the
"Bank"), a Virginia state bank and a wholly owned subsidiary of Southern
Financial Bancorp, Inc. (the "Company"), a Virginia corporation (the "Merger").
The Merger was consummated pursuant to an Agreement and Plan of Reorganization,
dated as of May 3, 1999, as amended, between Horizon, the Company and the Bank,
and a related Plan of Merger.
Under the terms of the Merger, each outstanding share of Horizon's
common stock, par value $2.50 per share ("Horizon Common Stock"), was converted
into 0.63 shares of the Company's common stock, par value $0.01 per share
("Company Common Stock"), and cash in lieu of fractional shares. In addition,
all rights to acquire Horizon Common Stock pursuant to stock options granted by
Horizon under Horizon's stock option plans were converted into options for
Company Common Stock. As a result, all shareholders of Horizon became
shareholders of the Company.
For a more detailed description of the Merger, see the Company's
definitive Joint Proxy Statement, which was filed with the Securities and
Exchange Commission on July 28, 1999 in connection with the Company's
Registration Statement on Form S-4 (File No. 333-82159).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of Horizon 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.
(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Reorganization between The
Horizon Bank of Virginia, Southern Financial
Bancorp, Inc. and Southern Financial Bank, dated as
of May 3, 1999, as amended, filed as Exhibit 2.1 to
the Registration Statement on Form S-4 (File No.
333-82159), incorporated herein by reference.
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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.
SOUTHERN FINANCIAL BANCORP, INC.
Dated: October 18, 1999 By: /s/ William H. Lagos
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William H. Lagos
Senior Vice President
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INDEX TO EXHIBITS
No. Description
2.1 Agreement and Plan of Reorganization between The Horizon Bank of
Virginia, Southern Financial Bancorp, Inc. and Southern
Financial Bank, dated as of May 3, 1999, as amended, filed as
Exhibit 2.1 to the Registration Statement on Form S-4 (File No.
333-82159), incorporated herein by reference.
