Current Report Filing (8-k)

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): June 18, 2014 (June 13, 2014)

 

Solera National Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		000-53181		02-0774841
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

319 S. Sheridan Blvd.

Lakewood, CO 80226

303-209-8600

(Address and telephone number of principal executive offices)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

---

Item 5.01    Changes in Control of Registrant.

To the extent required, the information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

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

On June 13, 2014, six of the Company’s seven directors - Maria G. Arias, Ron Eller, Ray L. Nash, David N. Roberts, Larry D. Trujillo, Kent C. Veio - resigned from the Company’s and the Bank's board of directors. The decision to resign from their directorships is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Contemporaneously with the effectiveness of those resignations, the board of directors reduced the size of the board to two and resolved to appoint Mr. Michael Quagliano to the board to serve with Mr. John Carmichael, the lone remaining director. Mr. Quagliano subsequently refused to serve on the board. Accordingly, on June 17, 2014, Mr. Carmichael filled the vacancy intended for Mr. Quagliano with David N. Roberts.

The Company thanks Ms. Arias, Mr. Eller, Mr. Nash, Mr. Trujillo and Mr. Veio for their service and commitment as directors.

Item 8.01    Other Events.

On June 17, 2014, the Company issued a press release relating to the changes in the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.		Description
99.1		Press Release, dated as of June 17, 2014.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Solera National Bancorp, Inc.
	(Registrant)
Date: June 18, 2014	By:	/s/ John P. Carmichael
	Name:	John P. Carmichael
	Title:	President and Chief Executive Officer

FOR IMMEDIATE RELEASE

Solera Announces Board Changes

LAKEWOOD, Colo., June 17, 2014 - Solera National Bancorp, Inc. (SLRK) (“Solera,” the “Company,” “we,” or “us”), the holding company for Solera National Bank, today announced changes in the composition of its board of directors. On June 13, 2014, in an effort to reach an accommodation with dissident shareholder Michael Quagliano, six of the Company’s seven directors - i.e., all directors other than CEO John Carmichael - resigned. Contemporaneously with the effectiveness of those resignations, the board of directors reduced the size of the board to two and resolved to appoint Mr. Quagliano to the board to serve with Mr. Carmichael. The Company’s certificate of incorporation and bylaws do not require the board to have more than one director. Mr. Quagliano subsequently refused to serve on the board. Accordingly, Mr. Carmichael filled the vacancy intended for Mr. Quagliano with David Roberts, one of the directors who had previously resigned. The Company believes that, notwithstanding his previous refusal to serve, Mr. Quagliano may be interested in being appointed to the board. The board will consider this, as well as all other relevant factors, as it seeks to rebuild the board to a more customary size in the near future.

About Solera National Bancorp, Inc.

Solera National Bancorp, Inc. was incorporated in 2006 to organize and serve as the holding company for Solera National Bank, which opened for business in September 2007. Solera National Bank is a community bank serving emerging businesses in Lakewood, Colorado with five additional loan production offices throughout the state. At the core of Solera National Bank is welcoming, inclusive and respectful customer service, a focus on supporting a growing and diverse Colorado economy, and a passion to serve the Hispanic community through service, education and volunteerism. For more information, please visit http://www.SoleraBank.com.

Contact:    Solera National Bancorp, Inc.

John P. Carmichael, President & CEO

[phone]

Caution Concerning Forward-Looking Statements

This press release contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. These risks and uncertainties can include the risks associated with the ability to recruit qualified candidates to the Company’s board of directors and many other risks described in the Company’s Securities and Exchange Commission filings, which are incorporated by reference herein. We undertake no obligation to update or revise any forward-looking statement. Readers of this press release are cautioned not to put undue reliance on forward-looking statements.