Registration No. 333-78867
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
(Post-Effective Amendment No. 1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMUNITY BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0966962
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
102 Founders Court, Orangeburg, South Carolina 29118
(Address of principal executive offices and zip code)
COMMUNITY BANKSHARES, INC.
1997 STOCK OPTION PLAN
(Full title of the Plan)
William W. Traynham Copies to:
Community Bankshares, Inc. George S. King, Jr., Esquire
President and Suzanne Hulst Clawson, Esquire
Chief Financial Officer Haynsworth Sinkler Boyd, P.A.
102 Founders Court 1201 Main Street, Suite 2200
Orangeburg, South Carolina 29118 Columbia, South Carolina 29201
(Name and address of agent for service)
(803) 779-3080
(803) 535-1060
(Telephone number, including
area code, of agent for service)
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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
(Do not check if a smaller reporting company)
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 is being filed, pursuant to the Company's undertaking in Part II, Item 9(3)
of the original Registration Statement, for the purpose of removing from
registration 31,851 of the shares (as adjusted for a stock dividend) originally
registered under the Securities Act of 1933 in this Registration Statement No.
333-78867 for issuance pursuant to the Community Bankshares, Inc. 1997 Stock
Option Plan, as well as the indeterminate number of shares originally registered
for issuance under the Securities Act of 1933 to prevent dilution in the event
of stock splits, stock dividends or similar transactions with respect to shares
acquired upon exercise of options pursuant to the terms of the Community
Bankshares, Inc. 1997 Stock Option Plan.
On June 25, 2008, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Community Resource Bank, N.A., the
Registrant's wholly-owned subsidiary (the "Bank"), and First Citizens Bank and
Trust Company, Inc. ("FCB"), providing for the merger of the Registrant and the
Bank with and into FCB. FCB will be the surviving corporation of the merger. The
merger consideration is to be paid entirely in cash. The Merger Agreement
requires the Registrant, prior to the effective time of the merger, to enter
into agreements with option holders providing for settlement of all options
outstanding under the 1997 Plan for cash in an amount equal to the difference
between the merger consideration and the exercise price of the options, and to
subsequently remove from registration under the Securities Act of 1933 any
shares remaining available for issuance under the 1997 Plan. In the event any
options remain outstanding at the effective time of the merger, they will be
cancelled and converted into the right to receive cash in an amount equal to the
difference between the merger consideration and the exercise price of the
options. The merger is expected to be effective on November 1, 2008. The 1997
Plan previously terminated according to its terms on March 16, 2007.
Accordingly, the Registrant has terminated the offering of shares
pursuant to the 1997 Stock Option Plan, and the Registrant hereby withdraws from
registration under the Securities Act of 1933 the remaining 31,851 shares that
have not been issued pursuant to the 1997 Stock Option Plan.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No.1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Orangeburg,
State of South Carolina on October 27, 2008.
COMMUNITY BANKSHARES, INC.
By: s/Samuel L. Erwin
--------------------------------
Samuel L. Erwin
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following person in the capacities indicated on October 27, 2008.
By: s/William W. Traynham
--------------------------------------------
William W. Traynham
President and Chief Financial Officer
(Principal Accounting and Financial Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Samuel L. Erwin, and William W. Traynham,
jointly and severally, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign this
Post-Effective Amendment No. 1 to Registration Statement and any and all further
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on October 27, 2008.
s/Samuel L. Erwin Chief Executive Officer
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Samuel L. Erwin
s/E. J. Ayers, Jr. Director
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E. J. Ayers, Jr.
s/Alvis J. Bynum Director
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Alvis J. Bynum
s/Anna O. Dantzler Director
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Anna O. Dantzler
s/Thomas B. Edmunds Director
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Thomas B. Edmunds
s/Charles E. Fienning Director
-----------------------------------
Charles E. Fienning
s/Henrietta C. Guthrie Director
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Henrietta C. Guthrie
s/Richard L. Havekost Director
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Richard L. Havekost
s/John V. Nicholson, Jr. Director
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John V. Nicholson, Jr.
s/Samuel F. Reid, Jr. Director
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Samuel F. Reid, Jr.
s/Charles P. Thompson, Jr. Director
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Charles P. Thompson, Jr.
s/William W. Traynham President and Chief Financial Officer
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William W. Traynham
Director
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Wm. Reynolds Williams
s/J. Richard Williamson Director
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J. Richard Williamson
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