Registration No. 333-18461
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
(Post-Effective Amendment No. 2)
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
102 Founders Court
Orangeburg, South Carolina 29118
(803) 535-1060
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
WILLIAM W. TRAYNHAM Copy to:
President GEORGE S. KING, JR., ESQ.
Community Bankshares, Inc. SUZANNE HULST CLAWSON, ESQ.
102 Founders Court Haynsworth Sinkler Boyd, P. A.
Orangeburg, South Carolina 29118 1201 Main Street, 22nd Floor
(803) 535-1060 Columbia, South Carolina 29201
(Name, address, including zip code, and telephone (803) 779-3080
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: N/A
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [x]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(b) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
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. 2 to Registration Statement on Form S-3 is
being filed, pursuant to the Company's undertaking in Part II, Item 17(a)(3) of
the original Registration Statement, for the purpose of removing from
registration 619,350 of the shares originally registered for issuance under the
Securities Act of 1933 pursuant to the Community Bankshares, Inc. Dividend
Reinvestment and Shareholder Stock Purchase Plan ("DRIP").
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 Merger Agreement provides, at the effective time of the merger, for each
share of the Registrant's common stock held in participant accounts in the DRIP
to be converted into the right to receive cash in a per share amount equal to
the per share merger consideration. The Merger Agreement requires the
Registrant, prior to effectiveness of the merger, to terminate the DRIP and
remove from registration under the Securities Act of 1933 any shares remaining
available for issuance under the DRIP. Registrant terminated the DRIP, effective
as of October 31, 2008. Upon effectiveness of the merger, Registrar and Trust
Company, the DRIP administrator, will distribute to individual participants cash
equal to the merger consideration with respect to all shares held in accounts
for their benefit, and return all cash funds held on behalf of participants for
additional cash purchases of shares that have not yet been effected.
Accordingly, the Registrant has terminated the offering of shares pursuant to
the DRIP, and the Registrant hereby withdraws from registration under the
Securities Act of 1933 all 619,350 shares that have not previously been issued
pursuant to the DRIP.
SIGNATURES
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-3 and has duly caused this
Post-Effective Amendment No. 2 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
Principal Executive Officer
By s/William W. Traynham, Jr.
-------------------------------------
William W. Traynham, Jr.
President and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Samuel L. Erwin and William W. Traynham, jointly and severally, his 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. 2 to Registration
Statement and any and all 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 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 to registration statement has been signed on October
27, 2008, by the following persons in the capacities indicated.
Signatures Title
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
Director
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Wm. Reynolds Williams
s/ J. Richard Williamson Director
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J. Richard Williamson