UNITED STATES

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 (Date of earliest event reported): September 22, 2020

 

 

 

VILLAGE BANK AND TRUST FINANCIAL CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Virginia

(State or Other Jurisdiction

of Incorporation)

0-50765

(Commission File Number)

16-1694602

(IRS Employer

Identification No.)

     

13319 Midlothian Turnpike

Midlothian, Virginia

(Address of Principal Executive Offices)

 

23113

(Zip Code)

       

 

Registrant’s Telephone Number, Including Area Code: (804) 897-3900

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $4.00 per share VBFC Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 22, 2020, Mary Margaret Kastelberg was appointed to the Boards of Directors of Village Bank and Trust Financial Corp. (the “Company”) and its wholly owned subsidiary, Village Bank, effective as of October 1, 2020. Mrs. Kastelberg is expected to serve on the Board Risk and Compensation Committees of the Board of Directors of the Company. Mrs. Kastelberg will be compensated in the same manner as other directors of the Company and Village Bank.

 

A copy of the press release relating to this director appointment is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibit.

 

The following exhibit is filed herewith:

 

Exhibit No.Description of Exhibit

 

99.1Press release dated September 24, 2020

 

 

2

 

 

SIGNATURES

 

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.

 

 

  VILLAGE BANK AND TRUST FINANCIAL CORP.
  (Registrant)
   
   
   
Date: September 24, 2020 By:  /s/ Donald M. Kaloski, Jr.
  Donald M. Kaloski, Jr.
Executive Vice President and CFO

 

3

Exhibit 99.1

  

 

 

 

News Release

For Immediate Release

 

VILLAGE BANK AND TRUST FINANCIAL CORP.

ANNOUNCES NEW MEMBER OF THE BOARD OF DIRECTORS

 

Mary Margaret Kastelberg will join the Boards of Directors of Village Bank and Trust Financial Corp. and its wholly owned subsidiary, Village Bank, effective October 1, 2020.

 

Mary Margaret Kastelberg

 

Mrs. Kastelberg is Director of Investment Research at Alpha Wealth Advisors, LLC, a full-service independent financial advisory firm. Alpha Wealth partners with individuals, families and small businesses to help them grow and to articulate and achieve their long term financial objectives. Mrs. Kastelberg has lived in the Richmond community for her entire life. With more than 35 years of small business and financial experience, Mrs. Kastelberg will bring a unique perspective to the Board. Her background in managing small businesses, mortgage securitizations, and in mergers and acquisitions will be of value in supporting Village Bank as it continues to grow and achieve its strategic goals.

 

Mrs. Kastelberg serves as a board member and former Chair of Commonwealth Catholic Charities and as Secretary of the Board for Benedictine Education Foundation. She is a past board member of Western Wildcats Youth Football Association. She is FINRA registered with Series 7 (General Securities Representative), 63 (Uniform Securities Agent State Law Examinations), and 65 (Uniform Investment Adviser Law Examination) licenses. Mrs. Kastelberg graduated from Princeton University with a BA degree in Politics and earned a Masters in Business Administration from the University of Virginia’s Colgate Darden School.

 

 

 

 

About Village Bank and Trust Financial Corp.

 

Village Bank and Trust Financial Corp. was organized under the laws of the Commonwealth of Virginia as a bank holding company whose activities consist of investment in its wholly-owned subsidiary, Village Bank. Village Bank is a full-service Virginia-chartered community bank headquartered in Midlothian, Virginia with deposits insured by the Federal Deposit Insurance Corporation (“FDIC”).  The Bank has nine branch offices. Village Bank and its wholly-owned subsidiary, Village Bank Mortgage Corporation, offer a complete range of financial products and services, including commercial loans, consumer credit, mortgage lending, checking and savings accounts, certificates of deposit, and 24-hour banking.

 

For further information contact Donald M. Kaloski, Jr., Executive Vice President and CFO at 804-897-3900 or dkaloski@villagebank.com.

 

2