UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Mark One)
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2008
or
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 |
For the transition period from _____________to_____________
Commission File No.: 000-25805
Fauquier Bankshares, Inc.
(Exact name of registrant as specified in its charter)
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| Virginia
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54-1288193 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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10 Courthouse Square, Warrenton, Virginia
(Address of principal executive offices)
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20186
(Zip Code) |
(540) 347-2700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class
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Name of each exchange on which registered |
| Common Stock, par value $3.13 per share
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The NASDAQ Stock Market LLC
(NASDAQ Capital Market) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ( )
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.
(Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller Reporting Company o
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.)
Yes o No þ
The aggregate market value of the registrant’s common shares held by “non-affiliates” of the
registrant, based upon the closing sale price of its common stock on the NASDAQ Capital Market on
June 30, 2008, was $76.6 million. Shares held by each executive officer, director and holder of
10% or more of the registrant’s outstanding common stock have been excluded as shares held by
affiliates. Such determination of affiliate status is not a conclusive determination for other
purposes.
The registrant had 3,596,537 shares of common stock outstanding as of March 31, 2009.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 2009 Annual Meeting of Shareholders to be held
on May 19, 2009 are incorporated by reference into Part III of this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
FAUQUIER BANKSHARES, INC.
(Registrant)
/s/ Randy K. Ferrell
Randy K. Ferrell
President & Chief Executive Officer
Dated: April 21, 2009
/s/ Eric P. Graap
Eric P. Graap
Executive Vice President & Chief Financial Officer
Dated: April 21, 2009