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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/22 New Peoples Bankshares Inc. 10-K 12/31/21 92:10M SEC Filing Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.97M
2: EX-4.2 Description of Securities HTML 31K
3: EX-21 Name of Subsidiary Incorporation HTML 22K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
6: EX-32 Certification of Chief Executive Officer, Chief HTML 25K
Financial Officer and Chief Accounting Officer
12: R1 Cover HTML 87K
13: R2 Consolidated Balance Sheets HTML 113K
14: R3 Consolidated Balance Sheets (Parenthetical) HTML 31K
15: R4 Consolidated Statements of Income HTML 104K
16: R5 Consolidated Statements of Comprehensive Income HTML 57K
17: R6 Consolidated Statements of Stockholders' Equity HTML 47K
18: R7 Consolidated Statements of Cash Flows HTML 120K
19: R8 Nature of Operations HTML 27K
20: R9 Summary of Significant Accounting Policies HTML 63K
21: R10 Income Per Share HTML 32K
22: R11 Investment Securities HTML 123K
23: R12 Loans HTML 432K
24: R13 Allowance for Loan Losses HTML 135K
25: R14 Bank Premises and Equipment HTML 38K
26: R15 Income Taxes HTML 70K
27: R16 Related Party Transactions HTML 34K
28: R17 Retirement Plans HTML 30K
29: R18 Other Real Estate Owned HTML 33K
30: R19 Dividend Limitations on Subsidiary Bank HTML 27K
31: R20 Leasing Activities HTML 37K
32: R21 Financial Instruments With Off-Balance Sheet Risk HTML 33K
33: R22 Capital HTML 68K
34: R23 Fair Values HTML 250K
35: R24 Revenue From Contracts With Customers HTML 38K
36: R25 Subsequent Events HTML 28K
37: R26 Recent Accounting Developments HTML 48K
38: R27 Parent Corporation Only Financial Statements HTML 65K
39: R28 Selected Quarterly Information (Unaudited) HTML 51K
40: R29 Summary of Significant Accounting Policies HTML 109K
(Policies)
41: R30 Income Per Share (Tables) HTML 30K
42: R31 Investment Securities (Tables) HTML 119K
43: R32 Loans (Tables) HTML 314K
44: R33 Troubled Debt Restructurings (Tables) HTML 80K
45: R34 Bank Premises and Equipment (Tables) HTML 34K
46: R35 Income Taxes (Tables) HTML 68K
47: R36 Other Real Estate Owned (Tables) HTML 31K
48: R37 Leasing Activities (Tables) HTML 33K
49: R38 Financial Instruments With Off-Balance Sheet Risk HTML 30K
(Tables)
50: R39 Capital (Tables) HTML 61K
51: R40 Fair Values (Tables) HTML 244K
52: R41 Noninterest Expenses (Tables) HTML 32K
53: R42 Parent Corporation Only Financial Statements HTML 65K
(Tables)
54: R43 Selected Quarterly Information (Unaudited) HTML 51K
(Tables)
55: R44 Summary of Significant Accounting Policies HTML 39K
(Details)
56: R45 Summary of Significant Accounting Policies HTML 26K
(Details Narrative)
57: R46 Income Per Share (Details) HTML 41K
58: R47 Deposits in and Federal Funds Sold to Banks HTML 25K
(Details Narrative)
59: R48 Investment Securities (Details) HTML 47K
60: R49 Investment Securities (Details 1) HTML 59K
61: R50 Investment Securities (Details 2) HTML 49K
62: R51 Investment Securities (Details Narrative) HTML 28K
63: R52 Loans (Details) HTML 51K
64: R53 Loans (Details 1) HTML 43K
65: R54 Loans (Details 2) HTML 86K
66: R55 Loans (Details 3) HTML 51K
67: R56 Loans (Details 4) HTML 109K
68: R57 Allowance for Loan Losses (Details) HTML 66K
69: R58 Bank Premises and Equipment (Details) HTML 41K
70: R59 Income Taxes (Details) HTML 29K
71: R60 Income Taxes (Details 1) HTML 39K
72: R61 Income Taxes (Details 2) HTML 38K
73: R62 Income Taxes (Details 3) HTML 52K
74: R63 Related Party Transactions (Details) HTML 30K
75: R64 Leasing Activities (Details) HTML 39K
76: R65 Borrowed Funds (Details) HTML 50K
77: R66 Borrowed Funds (Details 1) HTML 40K
78: R67 Financial Instruments With Off-Balance Sheet Risk HTML 29K
(Details)
79: R68 Capital (Details) HTML 77K
80: R69 Fair Values (Details) HTML 52K
81: R70 Fair Values (Details 2) HTML 44K
82: R71 Revenue From Contracts With Customers (Details) HTML 40K
83: R72 Noninterest Expenses (Details) HTML 38K
84: R73 Parent Corporation Only Financial Statements HTML 83K
(Details)
85: R74 Parent Corporation Only Financial Statements HTML 67K
(Details 1)
86: R75 Parent Corporation Only Financial Statements HTML 70K
(Details 2)
87: R76 Selected Quarterly Information (Unaudited) HTML 56K
(Details)
90: XML IDEA XML File -- Filing Summary XML 165K
88: XML XBRL Instance -- sfsnpbs10k033022_htm XML 2.83M
89: EXCEL IDEA Workbook of Financial Reports XLSX 111K
8: EX-101.CAL XBRL Calculations -- nwpp-20211231_cal XML 201K
9: EX-101.DEF XBRL Definitions -- nwpp-20211231_def XML 561K
10: EX-101.LAB XBRL Labels -- nwpp-20211231_lab XML 1.13M
11: EX-101.PRE XBRL Presentations -- nwpp-20211231_pre XML 996K
7: EX-101.SCH XBRL Schema -- nwpp-20211231 XSD 204K
91: JSON XBRL Instance as JSON Data -- MetaLinks 418± 557K
92: ZIP XBRL Zipped Folder -- 0001903596-22-000131-xbrl Zip 292K
Exhibit 4.2
DESCRIPTION OF SECURITIES
As of December 31, 2021, the common stock, par value $2.00 per share, was the only class of securities of New Peoples Bankshares, Inc. (the “Company”) registered under Section 12 of the Securities Exchange Act of 1934, as amended.
The following section describes the general terms and provisions of the shares of the Company’s common stock. You should read the Company’s articles of incorporation, as amended, and bylaws, as amended, for additional information about the common stock. The articles of incorporation and bylaws are included as exhibits to the Company’s Annual Report on Form 10-K, to which this exhibit also is attached.
General
As of December 31, 2021, the Company’s authorized capital stock consisted of 50,000,000 shares of common stock, par value $2.00 per share, 23,922,086 of which were outstanding.
Voting Rights
Each holder of common shares is entitled to one vote per share held on any matter submitted to a vote of shareholders. There are no cumulative voting rights in the election of directors.
Dividends
The Company’s shareholders are entitled to receive dividends or distributions that its board of directors may declare out of funds legally available for those payments. The payment of dividends or distributions by the Company is subject to the restrictions of Virginia law applicable to the declaration of distributions by a corporation. A Virginia corporation generally may not authorize and make distributions if, after giving effect to the distribution, it would be unable to meet its debts as they become due in the usual course of business or if the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if it were dissolved at that time, to satisfy the preferential rights of shareholders whose rights are superior to the rights of those receiving the distribution. In addition, the payment of distributions to shareholders is subject to any prior rights of outstanding preferred stock.
The Company is a corporation separate and distinct from New Peoples Bank, Inc., its bank subsidiary (the “Bank”). As a financial holding company, the Company’s ability to pay dividends is affected by the ability of the Bank to pay dividends to the holding company. The ability of the Bank, as well as the Company, to pay dividends is influenced by bank regulatory requirements and capital guidelines.
No Preemptive or Conversion Rights
Holders of the Company’s common shares do not have preemptive rights to purchase additional shares of any class of the Company’s stock, and have no conversion or redemption rights.
Calls and Assessments
All of the issued and outstanding common shares are fully paid and non-assessable.
Liquidation Rights
In the event of the Company’s liquidation, dissolution or winding up, the holders of common shares (and the holders of any class or series of stock entitled to participate with the common shares in the distribution of assets) shall be entitled to receive, in cash or in kind, the Company’s assets available for distribution remaining after payment or provision for payment of the Company’s debts and liabilities.
Certain Provisions of the Company’ s Articles of Incorporation and Bylaws and Virginia Law
General
The Company’s articles of incorporation and bylaws contain provisions that could make more difficult an acquisition of the Company by means of a tender offer, a proxy contest or otherwise. In addition, Virginia has two antitakeover statutes, the Affiliated Transactions Statute and the Control Share Acquisitions Statute, that could make it more difficult for another party to acquire the Company without the approval of the Company’s board of directors. These provisions are expected to discourage specific types of coercive takeover practices and inadequate takeover bids as well as to encourage persons seeking to acquire control to first negotiate with the Company. Although these provisions may have the effect of delaying, deferring or preventing a change in control, the Company believes that the benefits of increased protection through the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the Company outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of such proposals could result in an improvement of their terms.
C:
Shareholder Approval of Certain Transactions
The Company’s articles of incorporation provide that an amendment of the Company’s articles of incorporation, a plan of merger or share exchange, a transaction involving the sale of all or substantially all of the Company’s assets other than in the regular course of business, and a plan of dissolution must be approved by the vote of a majority of all the votes entitled to be cast on such transactions by each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group is present, provided that the transaction has been approved and recommended by at least two-thirds of the directors in office at the time of such approval and recommendation. If the transaction is not so approved and recommended by two-thirds of the directors in office, then the transaction must be approved by the vote of eighty percent (80%) or more of all the votes entitled to be cast on such transactions by each voting group entitled to vote on the transaction.
Classified Board of Directors
The Company’s articles of incorporation provide that the board of directors shall be divided into three classes as nearly equal in number as possible. The members of each class are elected for a term of three years and until their successors are elected and qualified. As a result, approximately one third of the members of the board of directors are elected each year, and two annual meetings are required for the Company’s shareholders to change a majority of the members constituting the board of directors.
Removal of Directors
The Company’s bylaws currently provide that any director may be removed from office at a meeting called expressly for that purpose by the vote of stockholders holding a majority of the shares entitled to vote at an election of directors.
Advance Notification Requirements
The Company’s bylaws prescribe the procedure that a shareholder must follow to nominate directors or to bring other business before shareholders’ meetings outside of the proxy statement process. For a shareholder to nominate a candidate for director or to bring other business before at an annual meeting of shareholders, written notice of nomination must be received by the Company’s Corporate Secretary not less than 30 days prior to the first anniversary date of the initial notice given to shareholders of record on the record date for the previous annual meeting by or at the direction of the board of directors; provided, however, that such notice shall not be required to be given more than 90 days prior to the annual meeting of shareholders. Notice of nomination of a director must describe various matters regarding the nominee and the shareholder giving the notice. Notice of other business to be brought before the meeting must include a description of the proposed business, the reasons therefore, and other specified matters regarding the shareholder giving the notice.
C:
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/31/22 | 10-Q, 10-Q/A | ||
| For Period end: | 12/31/21 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/23 New Peoples Bankshares Inc. 10-Q 9/30/23 73:16M SEC Filing Solut… LLC/FA 8/14/23 New Peoples Bankshares Inc. 10-Q 6/30/23 73:13M SEC Filing Solut… LLC/FA 5/16/23 New Peoples Bankshares Inc. 10-Q/A 3/31/23 72:12M SEC Filing Solut… LLC/FA 5/15/23 New Peoples Bankshares Inc. 10-Q 3/31/23 4:1.6M SEC Filing Solut… LLC/FA 11/15/22 New Peoples Bankshares Inc. 10-Q/A 9/30/22 73:11M SEC Filing Solut… LLC/FA 11/14/22 New Peoples Bankshares Inc. 10-Q 9/30/22 4:1.7M SEC Filing Solut… LLC/FA 5/17/22 New Peoples Bankshares Inc. 10-Q/A 3/31/22 70:7.6M SEC Filing Solut… LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/26/20 New Peoples Bankshares Inc. 8-K:5,9 8/24/20 2:200K FILING2SEC/FA 12/02/16 New Peoples Bankshares Inc. 8-K:5,9 12/01/16 2:121K Pacific Stock Tra… Co/TA 8/14/12 New Peoples Bankshares Inc. 10-Q 6/30/12 65:35M Donnelley … Solutions/FA 8/11/08 New Peoples Bankshares Inc. 10-Q 6/30/08 5:561K Williams Mullen … P C/FA 3/30/04 New Peoples Bankshares Inc. 10-K 12/31/03 6:185K Hoover S B & Co./FA |