Registration No. 333-144123
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.
2007 EQUITY 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 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
306,500 of the shares originally registered under the Securities Act of 1933 in
this Registration Statement No. 333-144123 for issuance pursuant to the
Community Bankshares, Inc. 2007 Equity 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 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 and
will become the sole owner of the subsidiaries of the Registrant and the Bank.
The merger consideration is to be paid entirely in cash.
The only awards issued under the 2007 Plan were restricted shares and
stock appreciation rights ("SARs"), none of which are currently vested. The
Merger Agreement provides, at the effective time of the merger, for each share
of restricted stock issued under the 2007 Plan to be converted into the right to
receive cash in a per share amount equal to the per share merger consideration,
regardless of whether the restricted stock has vested. The Merger Agreement
requires the Registrant, prior to the effective time of the merger, to enter
into agreements with holders of SARs providing for settlement of all SARs
outstanding under the 2007 Plan for cash in an amount equal to the difference
between the merger consideration and the exercise price of the SARs, regardless
of whether such SARs have vested, and subsequently to remove from registration
under the Securities Act of 1933 any shares remaining available for issuance
under the 2007 Plan. In the event any SARs 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 SARs. The merger is expected to be
effective on November 1, 2008.
Accordingly, the Registrant has terminated the offering of shares
pursuant to the 2007 Equity Plan, and the Registrant hereby withdraws from
registration under the Securities Act of 1933 the 306,500 shares that have not
been issued pursuant to the 2007 Equity 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
2
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)
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
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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
3
Director
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Wm. Reynolds Williams
s/ J. Richard Williamson Director
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J. Richard Williamson
4