Registration No. 333-86993
As filed with the Securities and Exchange Commission on August 28, 2000.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post Effective Amendment No. 1 to
Form SB-2
On Form POS AM
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SMITH RIVER BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 6711 54-1956616
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)
Suite 12 Suite 12
Patrick Henry Mall Patrick Henry Mall
730 East Church Street 730 East Church Street
Martinsville, Virginia 24112 Martinsville, Virginia 24112
(540) 632-8092 (540) 632-8092
(Address, including zip code, (Address of principal place
and telephone number, including of business or intended
area code, of principal executive principal place of business)
offices)
Copies to:
Cecil R. McCullar Douglas W. Densmore and Hugh B. Wellons
Chief Executive Officer Flippin, Densmore, Morse, & Jessee
Suite 12 10 South Jefferson Street, Suite 1800
730 East Church Street Roanoke, Virginia 24011
Martinsville, Virginia 24112 (540) 510-3000
(540) 632-8092
(Name, address, including zip code
and telephone number, including
area code, of agent for service)
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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, check the following box. [X]
If this Form is filed to register additional securities for an offering 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 post-effective amendment filed pursuant to Rule 462(c) 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 post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434 of the
Securities Act, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed Proposed maximum Amount of
of securities to be Amount to be maximum offering aggregate offering Registration
registered registered(1) price per unit price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock (1) 1,087,500 shs N/A $10,875,000 $3,023.20
Common Stock, (2) (2) (2) (2)
Purchase Warrants (2)
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</TABLE>
(1) This Registration Statement covers the issuance of the 912,500 shares
of common stock to the general public and 87,500 Units to be issued to
the organizers/directors consisting of 87,500 shares to the
organizers/directors, as well as shares subject to an additional 87,500
warrants to purchase common stock at a price of $10.00 per share,
issued to the organizers/directors, all expected to be issued in
connection with the transactions described herein.
(2) Warrants are included in the Units to be issued to the
organizers/directors. The organizers/directors of this company, instead
of common stock, will receive in the offering Units, each Unit
consisting of one share of common stock and one warrant to purchase
common stock at some point in the future at a price of $10.00 per
share.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE>
DEREGISTRATION OF SECURITIES
This Post Effective Amendment Number 1 to the Form SB-2 Registration Statement
(Registration Number 333-86993) of Smith River Bankshares, Inc., a Virginia
corporation ("Registrant"), is being filed to deregister all unsold securities.
Registrant hereby deregisters the 310,632 unsold shares of common stock
registered by and through the Registration Statement.
SIGNATURES
In accordance with 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 this Post Effective Amendment Number 1 to the
Registration Statement on Form SB-2 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Martinsville, Commonwealth of Virginia, on August 28, 2000.
SMITH RIVER BANKSHARES, INC.
By: /s/ C. R. McCullar
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Cecil R. (Andy) McCullar
President and Chief Executive Officer
Under the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C>
/s/ C. R. McCullar President and Chief 8/28/00
------------------------------------------ Executive Officer, Director -------
Cecil R. (Andy) McCullar
/s/ Brenda H. Smith Senior Vice President/ 8/28/00
------------------------------------------ Chief Financial Officer -------
Brenda H. Smith
/s/ Mervyn R. King Director, Chairman of 8/28/00
------------------------------------------ the Board of Directors -------
Mervyn R. King
/s/ J. E. Bassett, Jr. Director 8/28/00
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J. E. Bassett, Jr.
Director
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Patricia H. Brammer
/s/ Jesse D. Cahill, Sr. Director 8/28/00
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Jesse D. Cahill, Sr.
Director
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Morton W. Lester
<PAGE>
/s/ Roxann B. Miller Director 8/28/00
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Roxann B. Miller
/s/ Jimmie R. Mills Director 8/28/00
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Jimmie R. Mills
/s/ George R. Nelson, Jr. Director 8/28/00
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George R. Nelson, Jr.
/s/ Joe C. Philpott Director 8/28/00
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Joe C. Philpott
Director
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Doug Riddle
Director
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Milford A. Weaver
</TABLE>
