As filed with the Securities and Exchange Commission on January 18, 2001
Registration No. 333-42512
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment
No. 3 to
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN COMMUNITY BANCSHARES, INC.
(Name of small business issuer in its charter)
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North Carolina 6712 56-2179531
(State or Jurisdiction of Organization) (Primary Standard Industrial Code) (IRS Employer Identification No.)
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2593 West Roosevelt Boulevard
Monroe, North Carolina 28111-0418
(704) 225-8444
(Address and telephone number of principal executive offices)
Randy P. Helton, President
2593 West Roosevelt Boulevard
Monroe, North Carolina 28111-0418
(704) 225-8444
(Name, address and telephone number of agent for service)
Copies to:
Anthony Gaeta, Jr., Esq. Brian T. Atkinson, Esq.
Erik Gerhard, Esq. Moore & Van Allen, PLLC
Gaeta & Glesener, P.A. 100 North Tryon Street
808 Salem Woods Drive, Suite 201 Floor 47
Raleigh, NC 27615 Charlotte, NC 28202
(919) 845-2558 (704) 331-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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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,
please check the following box. [ ]
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PROSPECTUS SUPPLEMENT
January 18, 2001
American Community Bancshares, Inc.
Common Stock
Purchase Price $9.50 Per Share
1,000,000 Shares 131,575 Shares
(Maximum) (Minimum)
RECENT DEVELOPMENTS
This Prospectus Supplement dated January 18, 2001 describes material
developments in the stock offering of American Community Bancshares, Inc. It
should be read in conjunction with the Prospectus dated October 2, 2000 and the
Prospectus Supplement dated December 19, 2000 to which this Supplement is made a
part.
Reduction in the Minimum Number of Shares Offered: The Board of Directors, by a
resolution effected January 16, 2001, reduced the minimum number of shares
offered from 500,000 shares to 131,575 shares. The number of shares to be
outstanding after the Offering will equal 1,623,637 shares if the minimum is
sold.
Right of Existing Subscribers: Any subscriber who submitted a completed
subscription offer form prior to January 18, 2001 will have the right to
recession of the entire subscription and refund, with interest, of the entire
amount of funds subscribed. Persons subscribing prior to January 18, 2001 will
be sent written instructions regarding such subscribers' right of recession.
American Community Bancshares, Inc.
American Community Bank
Mailing Address: Executive Offices:
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Post Office Box 5035 2593 West Roosevelt Boulevard
Monroe, North Carolina 28111-5035 Monroe, North Carolina
Phone: (704) 225-8444
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MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER
MATTERS
Market Information
American Community Bancshares' common stock is currently being traded on the
Nasdaq SmallCap Market under the symbol "ACBA." It began trading on this market
on July 17, 2000. Prior thereto, it was traded on the OTC Bulletin Board System.
The prices reflected below are for American Community Bancshares since April 28,
2000, the date of its organization. For dates prior thereto, the prices reflect
the shares of common stock of American Community Bank. The following table gives
the high and low sales prices for the calendar quarters indicated and are
adjusted to reflect our 20% stock dividend paid in December 1999:
Sale Price
High Low
---- ---
1999
----
First Quarter $ 9.20 $ 7.50
Second Quarter 10.41 8.30
Third Quarter 10.80 9.60
Fourth Quarter 12.50 10.00
2000
----
First Quarter $ 13.00 $ 9.65
Second Quarter 10.87 8.25
Third Quarter 9.44 7.00
Fourth Quarter 10.125 8.00
2001
----
First Quarter $ 8.75 $ 8.125
(thru January 15, 2001)
The over-the-counter quotations prior to July 17, 2000 reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.
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USE OF PROCEEDS
We estimate the net proceeds from the sale of the minimum of 131,575 shares and
maximum of 1,000,000 shares of common stock we are offering will be a minimum of
approximately $1.25 million and a maximum of approximately $9.375 million,
assuming an offering price of $9.50 per share and after deducting estimated
sales commissions and offering expenses of approximately $125,000.
We intend to use these net proceeds to: (i) enhance American Community Bank's
liquidity position; (ii) provide funding or capital to American Community Bank
to support additional branch locations and other corporate purposes; (iii)
initiate new businesses or acquire other financially related businesses or
banks; (iv) general corporate purposes.
Maximum Minimum
Net Proceeds Net Proceeds
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Held at American Community Bancshares, Inc. $4,687,500 (1) $625,000 (1)
Invested in American Community Bank $4,687,500 (2) $625,000 (2)
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Total $9,375,000 $1,250,000
(1) Some or all may be loaned to American Community Bank.
(2) Added to the capital accounts of American Community Bank.
Approximately $1 million to be used to fund capital improvements at two
new branch locations.
At the current time, we do not have any agreements nor are we engaged in any
negotiations to make any acquisitions, but are constantly evaluating
opportunities to do so.
The net proceeds will initially be invested in short-term investment grade
securities until such time as management can deploy the proceeds.
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CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2000 on an
actual basis and on a pro forma basis as adjusted to give effect to this
offering, assuming an offering price of $9.50 per share. You should read this
information together with our consolidated financial statements and related
notes, which are included elsewhere in this Prospectus.
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At June 30, 2000
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Actual Minimum (1) Maximum (1)
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SHAREHOLDERS' EQUITY:
Preferred Stock, no par value, 1,000,000 shares authorized,
none issued. -- -- --
Common Stock, $1.00 par value, 9,000,000 shares authorized,
1,492,062, 1,623,637 and 2,492,062 shares issued and $ 1,492,062 $ 1,623,637 $ 2,492,062
outstanding.
Additional paid-in capital 11,089,597 12,082,985 19,463,691
Accumulated deficit (1,361,916) (1,361,916) (1,361,916)
Accumulated other comprehensive loss (609) (609) (609)
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Total Shareholders' Equity $11,219,134 $12,344,097 $20,593,228
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CAPITAL RATIOS:
Leverage 12.85% 13.69% 21.34%
Tier 1 Risk-Based 11.96% 13.04% 21.54%
Total Risk-Based 13.21% 14.27% 22.76%
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the North Carolina General Statutes permit a
corporation to indemnify its directors, officers, employees or agents under
either or both a statutory or nonstatutory scheme of indemnification. Under the
statutory scheme, a corporation may, with certain exceptions, indemnify a
director, officer, employee or agent of the corporation who was, is, or is
threatened to be made, a party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative, or
investigative, because of the fact that such person was a director, officer,
agent or employee of the corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. This indemnity may include the obligation to pay any
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) and reasonable expenses incurred in
connection with a proceeding (including counsel fees), but no such
indemnification may be granted unless such director, officer, agent or employee
(i) conducted himself in good faith, (ii) reasonably believed (a) that any
action taken in his official capacity with the corporation was in the best
interest of the corporation or (b) that in all other cases his conduct at least
was not opposed to the corporation's best interest, and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is determined by the board of directors,
a committee of directors, special legal counsel or the shareholders in
accordance with Section 55-8-55. A corporation may not indemnify a director
under the statutory scheme in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation or
in connection with a proceeding in which a director was adjudged liable on the
basis of having received an improper personal benefit.
In addition to, and separate and apart from the indemnification described above
under the statutory scheme, Section 55-8-57 of the North Carolina General
Statutes permits a corporation to indemnify or agree to indemnify any of its
directors, officers, employees or agents against liability and expenses
(including attorney's fees) in any proceeding (including proceedings brought by
or on behalf of the corporation) arising out of their status as such or their
activities in such capacities, except for any liabilities or expenses incurred
on account of activities that were, at the time taken, known or believed by the
person to be clearly in conflict with the best interests of the corporation. The
Bylaws of American Community Bancshares provide for indemnification to the
fullest extent permitted under North Carolina law for persons who serve as
directors or officers of American Community Bancshares, or at the request of
American Community Bancshares serve as an officer, director, agent, partner,
trustee, administrator or employee for any other foreign or domestic entity,
except to the extent such activities were at the time taken
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known or believed by the potential indemnities to be clearly in conflict with
the best interests of American Community Bancshares. Accordingly, American
Community Bancshares may indemnify its directors, officers or employees in
accordance with either the statutory or non-statutory standards.
Sections 55-8-52 and 55-8-56 of the North Carolina General Statutes require a
corporation, unless its articles of incorporation provide otherwise, to
indemnify a director or officer who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which such director or officer
was a party. Unless prohibited by the articles of incorporation, a director or
officer also may make application and obtain court-ordered indemnification if
the court determines that such director or officer is fairly and reasonably
entitled to such indemnification as provided in Sections 55-8-54 and 55-8-56.
[Finally, Section 55-8-57 of the North Carolina General Statutes provides that a
corporation may purchase and maintain insurance on behalf of an individual who
is or was a director, officer, employee or agent of the corporation against
certain liabilities incurred by such persons, whether or not the corporation is
otherwise authorized by the NCBCA to indemnify such party. American Community
Bancshares has purchased a standard directors' and officers liability policy
which will, subject to certain limitations, indemnify American Community
Bancshares and its officers and directors for damages they become legally
obligated to pay as a result of any negligent act, error, or omission committed
by directors or officers while acting in their capacity as such. American
Community Bancshares may also purchase such a policy.]
As permitted by North Carolina law, Article 5 of American Community Bancshares'
Articles of Incorporation limits the personal liability of directors for
monetary damages for breaches of duty as a director arising out of any legal
action whether by or in the right of American Community Bancshares or otherwise,
provided that such limitation will not apply to (i) acts or omissions that the
director at the time of such breach knew or believed were clearly in conflict
with the best interests of American Community Bancshares, (ii) any liability
under Section 55-8-33 of the General Statutes of North Carolina, or (iii) any
transaction from which the director derived an improper personal benefit (which
does not include a director's reasonable compensation or other reasonable
incidental benefit for or on account of his service as a director, officer,
employee, independent contractor, attorney, or consultant of American Community
Bancshares).
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration Fee $ 2,244 *
Sales Agent Commission 25,000 **
NASD Fee 1,162 *
Listing Fee 10,000 *
Printing and Engraving Expenses 20,000 *
Legal Fees and Expenses 45,000 *
Accounting Fees and Expenses 15,000 *
Blue Sky Fees and Expenses 5,000 *
Miscellaneous 2,500 *
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Total $125,906
* Estimated
** Estimated sale of 11,875 shares
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ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
American Community Bancshares has sold no unregistered securities since it was
chartered on February 16, 2000.
ITEM 27. INDEX TO EXHIBITS.
The following exhibits are filed with this Registration Statement:
Exhibit
Number Description
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1.1 Sales Agency Agreement (previously filed)
1.2 Selected Dealer Agreement (previously filed)
1.3 Escrow Agreement (previously filed)
3.1 Articles of Incorporation of American Community Bancshares, Inc. *
3.2 Bylaws of American Community Bancshares, Inc. *
4 Specimen common stock Certificate *
5 Opinion of Gaeta & Glesener, P.A. regarding the legality of the
securities being registered (previously filed)
10.1 1999 Incentive Stock Option Plan *
10.2 1999 Nonstatutory Stock Option Plan *
10.3 Employment Agreement of Randy P. Helton dated April 15, 1998 *
10.4 401(k) Savings Plan of American Community Bank *
21 Subsidiaries of American Community Bancshares, Inc. (previously
filed)
23.1 Consent of Dixon Odom PLLC (previously filed)
23.2 Consent of Gaeta & Glesener, P.A. (contained in Exhibit 5 hereto)
24 Power of Attorney (previously filed)
27 Financial Data Schedule (previously filed)
99 Letter to Subscriber (filed herewith)
* Incorporated by reference to the Registration Statement of American
Community Bancshares, Inc. on Form S-4, Registration No. 333-31148 as filed
with the Securities and Exchange Commission on February 25, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Monroe, State of North
Carolina, on January 18, 2001.
AMERICAN COMMUNITY BANCSHARES, INC.
By: /s/ Randy P. Helton
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Randy P. Helton
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on January 18, 2001 by the following persons in
the capacities indicated.
/s/ Randy P. Helton
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Randy P. Helton
President and Chief Executive Officer
/s/ Dan R. Ellis, Jr.
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Dan R. Ellis, Jr.
Chief Financial Officer and Secretary
/s/ Thomas J. Hall*
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Thomas J. Hall
Director
/s/ Larry S. Helms*
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Larry S. Helms
Director
/s/ Kenneth W. Long*
--------------------
Kenneth W. Long
Director
/s/ L. Steven Phillips*
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L. Steven Phillips
Director
/s/ David D. Whitley*
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David D. Whitley
Director
/s/ Gregory N. Wylie*
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Gregory N. Wylie
Director
* /s/ Randy P. Helton
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By Randy P. Helton
Attorney-in-Fact
