UNITED ~~STATES SECURITIES~~STATESSECURITIES 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~~

~~Gateway~~ Pursuant ~~Financial~~to ~~Holdings,~~Section 13 ~~Inc.~~OR 15(d) ofThe Securities Exchange Act of 1934

~~(Exact~~ Date ~~name~~ of ~~registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported) December 5, 2008

North Carolina		000-33223		56-2264354
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer ID Number)

Gateway Financial Holdings, Inc.
(Exact name of registrant as specified in its charter)

(Address of principal executive offices) (Zip Code)

North Carolina		000-33223		56-2264354
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Registrant’s telephone number, including area code (757) 422-4055

	1580 Laskin Road, Virginia Beach, Virginia		23451
	(Address of principal executive offices)		(Zip Code)

~~Former~~ Registrant's ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since last report N/A~~code: 757-422-4055

~~Check~~ ________________________________________________________________________________ (Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy~~report) ~~the filing obligation of the registrant under any of the following provisions:~~

þ 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))

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:
	[ x ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3 8.0301. ~~Material~~Other ~~Modification to Rights of Security Holders~~Events.

On ~~September 25~~December 5, 2008, Gateway Financial Holdings, Inc. (NASDAQ: GBTS), the ~~Registrant~~financial ~~filed~~holding ~~Articles~~company of ~~Amendment~~Gateway Bank & Trust Co., announced with Hampton Roads Bankshares, Inc. (NASDAQ: HMPR), the ~~“Articles~~financial holding company for Bank of ~~Amendment”)~~ ~~with~~Hampton Roads and Shore Bank, that they have received preliminary approval for a total investment of $80.3 million from the ~~North~~United ~~Carolina~~States ~~Secretary~~Department of ~~State~~the Treasury under the TARP Capital Purchase Program ("Program"). Gateway Financial Holdings received preliminary approval from Treasury on November 25, 2008, for the ~~purpose~~sale of ~~amending~~$58,000,000 ~~its~~million ~~Amended~~in preferred stock and ~~Restated~~ ~~Articles~~related warrants to purchase common stock of ~~Incorporation~~Gateway toFinancial ~~create~~Holdings aunder ~~Series B~~the ~~Non-Convertible~~Program. If ~~Non-Cumulative~~the ~~Perpetual Preferred~~investment ~~Stock~~is accepted, nothe ~~par~~preferred ~~value~~stock ~~per~~will ~~share~~carry (a 5% dividend for each of the ~~“Series B~~first ~~Preferred~~5 ~~Stock”)~~years of the investment and 9% thereafter. Additionally, ~~The~~if ~~terms~~the investment is made prior to the closing of Hampton Roads Bankshares' merger with Gateway Financial Holdings, the ~~Series B~~Treasury will receive warrants to purchase 1,733,067 shares of Gateway Financial Holdings' common stock with an exercise price of $5.02. ~~Preferred~~ Hampton ~~Stock~~Roads Bankshares received preliminary approval from Treasury on December 1, 2008, for the sale of $22,347,000 million in preferred stock and related warrants to purchase common stock of Hampton Roads Bankshares under the Program. If the investment is accepted, the preferred stock will ~~prohibit~~carry a 5% dividend for each of the ~~Registrant~~first ~~from~~5 ~~declaring~~years orof ~~paying~~the ~~any~~investment ~~cash~~and ~~dividends~~9% onthereafter. Additionally, ~~its~~if the investment is made prior to the closing of Hampton Roads Bankshares' merger with Gateway Financial Holdings, the Treasury will receive warrants to purchase 368,762 shares of Hampton Roads Bankshares' common stock with an exercise price of $9.09. In the event that the Treasury's investment is made subsequent to the closing of Hampton Roads Bankshares' merger with Gateway Financial Holdings, the Treasury will receive warrants to purchase 1,325,858 shares of Hampton Roads Bankshares' common stock with an exercise price of $9.09. In any event, the final approval of the Treasury is subject to satisfaction of certain conditions, including any necessary amendments to the participant's articles of incorporation and the execution of definitive agreements. Gateway Financial Holdings' participation in the ~~event~~Program is also subject to the ~~Registrant~~prior ~~fails~~approval of Hampton Roads Bankshares pursuant to ~~declare~~the terms of the Agreement and ~~pay~~Plan of Merger by and between Gateway Financial Holdings and Hampton Roads Bankshares, a copy of which was filed with the Securities and Exchange Commission on September 24, 2008. Gateway Bank & Trust Co. is a regional community bank with a total of thirty-seven full-service ~~cash~~financial ~~dividends~~centers -- twenty-one in Virginia: Virginia Beach (or7), ~~declare~~ Richmond (6), Chesapeake (3), Emporia (2), Suffolk, Norfolk, and ~~set~~Charlottesville; ~~aside~~and asixteen ~~sum~~in ~~sufficient~~North ~~for~~Carolina: ~~payment~~Chapel ~~thereof~~Hill, Elizabeth City (3), onEdenton, Kitty Hawk (2), Raleigh (3), Moyock, Nags Head, Plymouth, Roper, Wake Forest and Wilmington. The Bank provides insurance through its ~~Series B~~Gateway ~~Preferred~~Insurance ~~Stock~~Services, Inc. subsidiary, brokerage services through its Gateway Investment Services, Inc. subsidiary, mortgage banking services through its Gateway Bank Mortgage, Inc. subsidiary, and title insurance services through its Gateway Title Agency, Inc. subsidiary. Visit the Bank's web site at www.gatewaybankandtrust.com. ~~date~~ The Common Stock of the Gateway Financial Holdings is traded on ~~which~~the Nasdaq Global Market under the ~~Registrant~~symbol ~~proposes~~GBTS. About toHampton ~~declare~~Roads Bankshares Hampton Roads Bankshares, Inc. is a financial holding company that was formed in 2001 and ~~pay~~is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads and Shore Bank. The Banks engage in general community and commercial banking business, targeting the ~~cash~~needs ~~dividend~~of individuals and small to medium-sized businesses. Currently, Bank of Hampton Roads operates 18 banking offices in the Hampton Roads region of southeastern Virginia and Shore Bank operates 8 banking offices on the Eastern Shore of Virginia and Maryland. Shares of Hampton Roads Bankshares common stock are traded on the NASDAQ Global Select Market under the symbol HMPR. Additional information about the Company and its subsidiaries can be found on the Web at http://www.hamptonroadsbanksharesinc.com. Additional Information about Hampton Roads Bankshares and Gateway Financial Holdings On September 24, 2008, Hampton Roads Bankshares, Inc. and Gateway Financial Holdings, Inc. jointly announced that the board of directors of each company approved the execution of, and the parties have executed, a definitive agreement in which Gateway Financial Holdings will merge with and into Hampton Roads Bankshares. On November 3, 2008, Hampton Roads Bankshares filed with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of its common stock to be issued to the shareholders of Gateway Financial Holdings in connection with the proposed transaction. The ~~Series B~~registration ~~Preferred~~statement ~~Stock~~includes a proxy statement/prospectus that will ~~not~~be ~~participate~~sent to the shareholders of Gateway Financial Holdings seeking their approval of the proposed merger. The proxy statement/prospectus contains important information about Hampton Roads Bankshares, Gateway Financial Holdings, and the merger and about the persons soliciting proxies from shareholders of both Hampton Roads Bankshares and Gateway Financial Holdings in ~~dividends~~the ~~paid~~merger, including the company's respective officers and directors, and their interests in the merger, such as their stock ownership in Gateway Financial Holdings. Additional information about Gateway Financial Holdings' directors and executive officers is included in Gateway Financial Holdings' Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with ~~respect~~the Securities and Exchange Commission and is available on Gateway Financial Holdings' website at http://www.gatewaybankandtrust.com and at the Gateway Financial Holdings' address provided below. Hampton Roads Bankshares and Gateway Financial Holdings urge the shareholders of both companies and other investors to read the registration statement on Form S-4 and the proxy statement/prospectus included in the registration statement on Form S-4, and any other ~~class~~relevant documents to be filed with the SEC in connection with the proposed transaction, because they will contain important information about Hampton Roads Bankshares, Gateway Financial Holdings, and the proposed transaction. or Shareholders ~~series~~and investors may obtain free copies of the ~~Registrant’~~proxy statement/prospectus and other documents related to the merger, once they are filed with the SEC, through the SEC's ~~capital~~website ~~stock~~at http://www.sec.gov. ~~The~~Free ~~Series B~~copies ~~Preferred~~of ~~Stock~~the ~~ranks~~proxy onstatement/prospectus ~~parity~~and ~~with~~other relevant documents also may be obtained by directing a request by telephone or mail to the following: ~~Registrant’s~~ Hampton ~~existing~~Roads ~~Series A~~Bankshares, ~~Preferred~~Inc. 999 ~~Stock~~Waterside Drive, Suite 200 Norfolk, VA 23510 Attention: Jack W. Gibson Telephone Number: (757) 217-1000 Gateway Financial Holdings 1580 Laskin Road Virginia Beach, Virginia 23451 Attention: D. Ben Berry Telephone Number: (757) 422-4055 Certain statements in this press release may constitute ``forward-looking statements'' within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, including statements relating to the timing and ~~senior~~successful closing on the merger as well as future services to be offered by, and the ~~common~~financial ~~stock)~~condition and performance of, the combined companies. Although Hampton Roads Bankshares, Inc., and Gateway Financial Holdings, Inc., each believe that their respective expectations with respect to ~~dividend~~ certain forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of their business and ~~liquidation~~operations, ~~rights~~there can be no assurance that actual results, performance or achievements of either or both Hampton Roads Bankshares, Inc., ~~The~~and ~~restrictions~~Gateway ~~are~~Financial ~~more~~Holdings, ~~fully~~Inc. ~~set~~will ~~forth~~not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including an inability of the companies to complete the merger or a failure of the combined companies to achieve the operations and results expected after the merger. For an explanation of additional risks and uncertainties associated with forward-looking statements, please refer to the respective Annual Reports as filed by each of Hampton Roads Bankshares, Inc., and Gateway Financial Holdings, Inc. on Form 10-K for the year ended December 31, 2007, and other reports filed and furnished to the Securities and Exchange Commission. Neither Hampton Roads Bankshares, Inc., nor Gateway Financial Holdings, Inc., undertake any obligation to update any forward-looking statements made in this press release and this release shall not constitute an offer to sell or the ~~Articles~~solicitation of ~~Amendment~~ ~~referenced~~an offer to buy securities in ~~Item 5.03~~any ~~below~~jurisdiction in which such solicitation would be unlawful.

Item 5 9.0301. ~~Amendment~~Financial toStatements ~~Articles~~and ~~of Incorporation~~Exhibits.

~~On September 25, 2008, the Registrant filed Articles of Amendment with the North Carolina~~ ~~Secretary of State for the purpose of amending its Amended and Restated Articles of Incorporation~~ to Item ~~create the Series B Non-Convertible Non-Cumulative Perpetual Preferred Stock, no par value per share~~9.01(d) ~~The Series B Preferred Stock has a 12% non~~-~~cumulative~~ ~~dividend, may be redeemed at the~~Exhibits ~~election of the Registrant at any time after October 1, 2009, and initially has a liquidation~~ ~~preference~~ Exhibit ~~of $1,000 per share~~99. ~~This description of the Articles of Amendment is qualified in its entirety by reference to the Articles of Amendment, which are attached hereto as Exhibit 3.~~1: ~~and are~~Press ~~incorporated by reference herein.~~Release

Item 8.01. Other Events

On September 29, 2008, pursuant to resolutions adopted by the Board of Directors of the Registrant, a pricing committee of the Registrant approved the final terms of a public offering of up to 40,000 shares of its Series B Preferred Stock. The terms of the offering and the Series B Preferred Stock are described in the Registrant’s Preliminary Prospectus Supplement, dated September 24, 2008, constituting a part of the Registration Statement (hereinafter described), as supplemented by Free Writing Prospectuses dated September 11, 2008 and September 29, 2008 and a Final Prospectus Supplement, dated September 29, 2008 (collectively, the “Offering Materials”).

The Series B Preferred Stock is being issued pursuant to the Registrant’s Shelf Registration Statement on Form S-3 (Registration No. 333-152434) and the related Offering Materials.

On September 29, 2008, the Registrant accepted subscription offers from investors (the “Subscription Offer Agreement”) for the purchase of 37,550 shares of the Series B Preferred Stock. This offering closed on September 29, 2008, and the Registrant received gross proceeds

of $37.55 million from this sale. A press release regarding this offering is attached hereto as Exhibit 99.1.

The Registrant is filing this Current Report on Form 8-K in order to, among other things, cause the Articles of Amendment, the form of Certificate for the Series B Preferred Stock and the statement of other expenses of issuance and distribution (as required by Item 14 of the Registration Statement) that are attached as exhibits hereto to be incorporated by reference into the Registration Statement (No. 333-152434).

As was previously announced on September 24, 2008, the Registrant entered into a definitive agreement with Hampton Roads Bankshares, Inc. (Nasdaq: HMPR) (“HRB”), whereby Registrant will be merged with HRB. The sale of additional capital to maintain the capital status of its subsidiary, Gateway Bank & Trust Co., as “well capitalized” is a condition to closing of the merger. The sale of the Series B Preferred Stock is expected to satisfy this condition to consummation of the merger. The merger transaction is also subject to shareholder and regulatory approval. The Registrant expects to consummate the merger in the fourth quarter 2008.

Forward-Looking Statements

Certain statements in this report and the exhibits filed herewith may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, including statements relating to the timing and successful closing of the merger as well as future services to be offered by, and the financial condition and performance of, the combined companies. Although HRB and Gateway each believe that their respective expectations with respect to certain forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of their business and operations, there can be no assurance that actual results, performance or achievements of either or both HRB and Gateway will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including an inability of the companies to complete the merger or a failure of the combined companies to achieve the operations and results expected after the merger. For an explanation of additional risks and uncertainties associated with forward-looking statements, please refer to the respective Annual Reports as filed by each of HRB and Gateway on Form 10-K for the year ended December 31, 2007, and other reports filed and furnished to the Securities and Exchange Commission. Neither HRB nor Gateway undertake any obligation to update any forward-looking statements made in this press release and this release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such solicitation would be unlawful.

Additional Information About the Merger and Where to Find It

HRB and Gateway will be filing relevant documents concerning the proposed transaction with the Securities and Exchange Commission, including a registration statement on Form S-4 which will include a joint proxy statement/prospectus. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about HRB and Gateway at the Securities and Exchange Commission’s internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be

incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to:

Hampton Roads Bankshares, Inc.		Gateway Financial Holdings
999 Waterside Drive, Suite 200		1580 Laskin Road
Norfolk, VA 23510		Virginia Beach, Virginia 23451
Attention: Jack W. Gibson		Attention: D. Ben Berry
Telephone Number: (757) 217-1000		Telephone Number: (757) 422-4055

Shareholders are urged to read the joint proxy statement/prospectus and other relevant documents filed with the Securities and Exchange Commission regarding the proposed merger transaction when they become available, because they will contain important information.

The press release attached as Exhibit 99.1 to this Report does not constitute an offer of any securities for sale or a solicitation of offers to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Any offer will be made only by the prospectus supplement, with respect to the Series B Preferred Stock, or the joint proxy statement/prospectus, with respect to the shares that will be offered by HRB.

Participants in the Solicitation

HRB and Gateway, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of HRB and Gateway in favor of the proposed merger. Information about HRB’s directors and executive officers and their ownership of HRB’s capital stock will be contained in the joint proxy statement/prospectus that will be distributed by HRB in connection with the merger, which will be filed with the SEC. Information about Gateway’s directors and executive officers and their ownership of Gateway’s capital stock will be contained in the proxy statement that will be distributed by Gateway in connection with its special meeting of shareholders and the merger, which will be filed with the SEC. Additional information regarding the interests of those participants in the proposed merger may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available. You may obtain free copies of those documents when they become available as described above.

Item 9.01(d). Exhibits

The following exhibits are filed herewith:

Exhibit No.		Description of Exhibit
3.1		Articles of Amendment for the Series B Preferred Stock.
4.1		Form of Certificate for the Series B Preferred Stock.
99.1		Press Release dated September 30, 2008.
99.2		Other expenses of issuance and distribution (as required by Item 14 of the Registration Statement).

SIGNATURE

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

Date: September 30, 2008	GATEWAY FINANCIAL HOLDINGS, INC.
	By:	/s/ Theodore L. Salter
		Theodore L. Salter
		Senior Executive Vice President and Chief Financial Officer

		Gateway Financial Holdings, Inc. (Registrant)
December 8, 2008 (Date)		/s/ THEODORE L. SALTER Theodore L. Salter Senior Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
3.1		Articles of Amendment for the Series B Preferred Stock.
4.1		Form of Certificate for the Preferred Stock.
99.1		Press Release dated September 30, 2008.
99.2		Other expenses of issuance and distribution (as required by Item 14 of the Registration Statement).

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