UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

Amendment No. 2 to

FORM 10-K

 

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2013

Commission File Number 001-32968

 

Hampton Roads Bankshares, Inc.

(Exact name of registrant as specified in its charter)

 

|                                                           |                                 |
|----------------------------------------------------------------|--------------------------------------|
| Virginia                                                       | 54-2053718                           |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|                                                           |                                 |
| 641 Lynnhaven Parkway

Virginia Beach, Virginia                | 23452                                |
| (Address of principal executive offices)                       | (Zip Code)                           |

 

(757) 217-1000

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

|                                    |                                      |
|-----------------------------------------|-------------------------------------------|
| Title of each class                     | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | The NASDAQ Global Select Market           |

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐    No   ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐    No ☒     

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ☒    No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

|                                   |                               |
|----------------------------------------|------------------------------------|
| Large accelerated filer  ☐ | Accelerated filer  ☐   |
| Non-accelerated filer  ☐   | Smaller reporting company ☒ |

 

 (Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐    No ☒

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $27,469,052

The number of shares outstanding of the issuer's Common Stock as of March 1, 2014 was 170,265,154 shares, par value $0.01 per share.

 

DOCUMENTS INCORPORATED BY REFERENCE

None

 

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EXPLANATORY NOTE

 

This Amendment No. 2 to Hampton Roads Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission (“SEC”) on March 14, 2014 (the “Original Filing”), is being filed solely to correct a filing error committed by the Company’s third party SEC reporting vendor in the Certification of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002, (the “Certification”)  filed as Exhibit 32.1 to Amendment No. 1 to the Original Filing, filed on March 26, 2014 (Amendment No. 1). The error caused our Chief Executive Officer’s title to be duplicated under the signature line for our Chief Financial Officer. This Amendment No. 2 corrects that error by properly referencing our Chief Financial Officer’s position under his signature line. 

This Amendment No. 2 to the Form 10-K speaks as of the date of the Original Filing, does not reflect subsequent events occurring after the date of the Original Filing or modify or update in any way any disclosures made in the Original Filing. Other than as described above, no other changes have been made to the Original Filing or Amendment No. 1.

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

|           |                                  |
|----------------|---------------------------------------|
|           | Hampton Roads Bankshares, Inc         |
|           |                                  |
|           |                                  |
| March 26, 2014 | /s/ Douglas J. Glenn                  |
|           | Douglas J. Glenn                      |
|           | President and Chief Executive Officer |

 

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Exhibit Index

Hampton Roads Bankshares, Inc.

 

|   |   |                                                                                                                                                                                                                                                   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1    |   | Amended and Restated Articles of Incorporation of Hampton Roads Bankshares, Inc., incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012, filed March 25, 2013.                  |
|   |   |                                                                                                                                                                                                                                                   |
| 3.2    |   | Bylaws of Hampton Roads Bankshares, Inc., as amended, attached as Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated September 24, 2009, incorporated herein by reference.                                                               |
|   |   |                                                                                                                                                                                                                                                   |
| 4.1    |   | Specimen of Common Stock Certificate, incorporated by reference from Exhibit 4.1 to the Registrant's Form 10-Q for the quarter ended September 30, 2010, filed November 9, 2010.                                                                       |
|   |   |                                                                                                                                                                                                                                                   |
| 4.2    |   | Amended and Restated Warrant for Purchase of Shares of Common Stock issued to the United States Department of the Treasury, incorporated by reference from Exhibit 10.2 to the Registrant's Form 8-K, filed August 18, 2010.                           |
|   |   |                                                                                                                                                                                                                                                   |
| 4.3    |   | Letter Agreement, dated December 31, 2008, by and between Hampton Roads Bankshares, Inc. and the United States Department of the Treasury, incorporated by reference from Exhibit 10.1 to the Registrant's Form 8-K, filed January 5, 2009.            |
|   |   |                                                                                                                                                                                                                                                   |
| 4.4    |   | Exchange Agreement, dated August 12, 2010, by and between Hampton Roads Bankshares, Inc. and the United States Department of the Treasury,  incorporated by reference form Exhibit 10.1 to the Registrant's Form 8-K, filed August 18, 2010. |
|   |   |                                                                                                                                                                                                                                                   |
| 4.5    |   | Standby Purchase Agreement, dated May 21, 2012, by and between Hampton Roads Bankshares, Inc., Anchorage, Carlyle, and CapGen incorporated by reference from Exhibit 10.1 to the Registrant's Form 8-K, filed May 24, 2012.                            |
|   |   |                                                                                                                                                                                                                                                   |
| 10.1   |   | Second Amended and Restated Investment Agreement, dated August 11, 2010, incorporated by reference from Exhibit 10.1 to the Registrant's Form 8-K, filed August 17, 2010.                                                                              |
|   |   |                                                                                                                                                                                                                                                   |
| 10.2   |   | Amended and Restated CapGen Investment Agreement, dated August 11, 2010, incorporated by reference from Exhibit 10.2 to the Registrant's Form 8-K, filed August 17, 2010.                                                                              |
|   |   |                                                                                                                                                                                                                                                   |
| 10.3   |   | Form of Second Amended and Restated Securities Purchase Agreement, incorporated by reference from Exhibit 10.3 to the Registrant's Form 8-K, filed August 17, 2010.                                                                                    |
|   |   |                                                                                                                                                                                                                                                   |
| 10.4   |   | Amended and Restated Securities Purchase Agreement, dated August 11, 2010, incorporated by reference from Exhibit 10.4 to the Registrant's Form 8-K, filed August 17, 2010.                                                                            |
|   |   |                                                                                                                                                                                                                                                   |
| 10.5   |   | Carlyle Investor Letter, dated August 11, 2010, incorporated by reference from Exhibit 10.5 to the Registrant's Form 8-K, filed August 17, 2010.                                                                                                       |
|   |   |                                                                                                                                                                                                                                                   |
| 10.6   |   | Anchorage Investor Letter, dated August 11, 2010, incorporated by reference from Exhibit 10.6 to the Registrant's Form 8-K, filed August 17, 2010.                                                                                                     |
|   |   |                                                                                                                                                                                                                                                   |
| 10.7   |   | CapGen Investor Letter, dated August 11, 2010, incorporated by reference from Exhibit 10.7 to the Registrant's Form 8-K, filed August 17, 2010.                                                                                                        |
|   |   |                                                                                                                                                                                                                                                   |

4

			 		

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| 10.8   |   | Consent Letter with affiliate of Davidson Kempner, dated August 11, 2010, incorporated by reference from Exhibit 10.8 to the Registrant's Form 8-K, filed August 17, 2010.                                                                                                                               |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.9   |   | Consent Letter with affiliates of Fir Tree, dated August 11, 2010, incorporated by reference from Exhibit 10.9 to the Registrant's Form 8-K, filed August 17, 2010.                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.10  |   | Assignment and Assumption Agreement, among Goldman, Sachs, & Co., CapGen Capital Group VI LP, and C12 Protium Value Opportunities Ltd, dated September 23, 2010, incorporated by reference from Exhibit 10.10 to the Registrant's Form 8-K, filed September 23, 2010.                                |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.11  |   | Director Retirement Plan, dated as of November 28, 2006, attached as Exhibit 10.28 to the Registrant's Annual Report on Form 10-K dated March 11, 2008, incorporated herein by reference.                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.12  |   | Amended and Restated Employment Agreement, dated as of February 13, 2012, between the Registrant, The Bank of Hampton Roads, and Douglas J. Glenn, attached as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 17, 2012, incorporated herein by reference.                   |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.13  |   | Supplemental Retirement Agreement (as electronically amended and restated), dated May 27, 2008, between The Bank of Hampton Roads and Douglas J. Glenn, attached as Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011, incorporated herein by reference. |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.14  |   | Hampton Roads Bankshares, Inc. 2011 Omnibus Incentive Plan, attached as Exhibit 4.13 to the Registrant's Registration Statement on Form S-8, filed December 20, 2011, incorporated herein by reference.                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.15  |   | Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of January 1, 2005, attached as Exhibit 99.5 to the Registrant's Current Report on Form 8-K dated June 27, 2006, incorporated herein by reference.                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.16  |   | First Amendment to Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of December 30, 2008, attached as Exhibit 10.38 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.                                         |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.17  |   | Second Amendment to Bank of Hampton Roads Supplemental Executive Retirement Plan, dated as of December 30, 2008, attached as Exhibit 10.39 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.                                        |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.18  |   | Hampton Roads Bankshares, Inc. 2006 Stock Incentive Plan, dated as of March 14, 2006, attached as Exhibit 10.1 to the Registrant's Registration Statement on Form S-8 (Registration No. 333-134583) dated May 31, 2006, incorporated herein by reference.                                                |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.19  |   | First Amendment to Hampton Roads Bankshares, Inc. 2006 Stock Incentive Plan, dated as of December 26, 2008 attached as Exhibit 10.47 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.                                              |
|   |   |                                                                                                                                                                                                                                                                                                     |
| 10.20  |   | Non-Qualified Limited Stock Option Plan for Directors and Employees, dated March 31, 1994, attached as Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.                                                               |
|   |   |                                                                                                                                                                                                                                                                                                     |

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| 10.21  |   | Gateway Financial Holdings, Inc. 2005 Omnibus Stock Ownership and Long-Term Incentive Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.'s Registration Statement on Form S-8 (Registration No. 333-127978) dated August 31, 2005, incorporated herein by reference. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                |
| 10.22  |   | Gateway Financial Holdings, Inc. 2001 Non-statutory Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.'s Registration Statement on Form S-8 (Registration No. 333-98021) dated August 13, 2002,  incorporated herein by reference.            |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.23  |   | Gateway Financial Holdings, Inc. 1999 Incentive Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.'s Registration Statement on Form S-8 (Registration No. 333-98025) dated August 13, 2002, incorporated herein by reference.                           |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.24  |   | Gateway Financial Holdings, Inc. 1999 Non-statutory Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.'s Registration Statement on Form S-8 (Registration No. 333-98027) dated August 13, 2002, incorporated herein reference.                          |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.25  |   | Gateway Financial Holdings, Inc. 1999 BOR Stock Option Plan, attached as Exhibit 4.2 to Gateway Financial Holdings, Inc.'s Registration Statement on Form S-8 (Registration No. 333-144841) dated July 25, 2007, incorporated herein by reference.                                  |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.26  |   | Shore Financial Corporation 2001 Stock Incentive Plan, attached as Exhibit 99 to Shore Financial Corporation's Registration Statement on Form S-8 (Registration No. 333-82838) dated February 15, 2002, incorporated herein by reference.                                           |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.27  |   | Shore Savings Bank, F.S.B. 1992 Stock Option Plan dated November 10, 1992, attached as Exhibit 10 to Shore Financial Corporation's Registration Statement on Form S-4EF dated September 15, 1997, incorporated herein by reference.                                                 |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.28  |   | Purchase & Assumption Agreement, dated July 14, 2011, by and between The Bank of Hampton Roads and The East Carolina Bank, incorporated by reference from the Registrant's Form 8-K, filed July 14, 2011.                                                                       |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.29  |   | Asset Purchase Agreement, dated August 1, 2011, by and among Bankers Insurance, L.L.C., Gateway Insurance Services, Inc., and The Bank of Hampton Roads, incorporated by reference from Exhibit 10.1 to the Registrant's Form 8-K, filed August 2, 2011.                            |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.30  |   | Employment Agreement (as amended), dated January 8, 2008, between Shore Bank and Robert J. Bloxom, attached as Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011, incorporated herein by reference.                                 |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.31  |   | Asset Purchase Agreement, dated April 30, 2012, by and between Hampton Roads Bankshares, Inc. and Bank of North Carolina, incorporated by reference from Exhibit 10.1 to the Registrant's Form 8-K, filed April 30, 2012.                                                           |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.32  |   | Amended Omnibus Plan, dated June 25, 2012, incorporated by reference from Exhibit 10.1 to the Registrant's Form 8-K, filed June 25, 2012.                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                |
| 10.33  |   | Settlement Agreement and Mutual Release, effective August 17, 2012, by and among Hampton Roads Bankshares, Inc., The Bank of Hampton Roads, and John A. B. Davies, Jr., incorporated by reference from Exhibit 10.1 to the Registrant's Form 8-K, filed August 22, 2012.            |
|   |   |                                                                                                                                                                                                                                                                                |

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| 10.34  |   | Form of Restricted Stock Unit Award Agreement, incorporated by reference from Exhibit 10.1 to the Registrant's Form 8-K, filed January 2, 2013.                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.35  |   | Employment Agreement, dated May 22, 2013, between Donna W. Richards and The Bank of Hampton Roads, Inc. incorporated by reference from Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended June 30, 2013, filed August 14, 2013.                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.1   |   | A list of the subsidiaries of Hampton Roads Bankshares, Inc.*                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23.1   |   | Consent of KPMG LLP.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 31.1   |   | The Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.**                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 31.2   |   | The Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.**                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 32.1   |   | Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.  Section 1350.**                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 99.1   |   | TARP Certification of Chief Executive Officer and Chief Financial Officer.*                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 101    |   | The following materials from the Hampton Roads Bankshares, Inc. Annual Report on Form 10-K for the year ended December 31, 2013 formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.* |

 

 

* Previously filed.

** Filed herewith.

 

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