================================================================================
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: September 1, 2000
(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
================================================================================
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On September 1, 2000, First Savings Bank of Virginia, a
Virginia-chartered savings association ("First Savings"), 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 March 31, 2000, by and between First
Savings, the Company and the Bank, and a related Plan of Merger.
Under the terms of the Merger, each outstanding share of First Savings'
common stock, par value $1.00 per share ("First Savings Common Stock"), was
converted into 0.44 shares of the Company's common stock, par value $0.01 per
share, and cash in lieu of fractional shares. As a result, all shareholders of
First Savings became shareholders of the Company. There were 931,605 shares of
First Savings Common Stock outstanding immediately prior to the consummation of
the Merger.
For a more detailed description of the Merger, see the Company's Proxy
Statement/Prospectus, which was filed with the Securities and Exchange
Commission on July 24, 2000 in connection with the Company's Registration
Statement on Form S-4 (File No. 333-39666), and 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 First Savings 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.
-2-
<PAGE>
(c) Exhibits.
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Reorganization, dated as of
March 31, 2000, by and between First Savings, the
Company and the Bank, filed as Exhibit 2.1 to the
Registration Statement on Form S-4 (File No.
333-39666), dated June 19, 2000, incorporated
herein by reference.
-3-
<PAGE>
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: September 18, 2000 By: /s/ David de Give
--------------------------------
David de Give
Senior Vice President
<PAGE>
INDEX TO EXHIBITS
No. Description
--- -----------
2.1 Agreement and Plan of Reorganization, dated as of March 31, 2000, by
and between First Savings Bank of Virginia, Southern Financial
Bancorp, Inc. and Southern Financial Bank, filed as Exhibit 2.1 to
the Registration Statement on Form S-4 (File No. 333-39666), dated
June 19, 2000, incorporated herein by reference.
