FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) or (g) of the SECURITIES ACT OF 1934
Community Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
South Carolina 57-0966962
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
791 Broughton Street
Orangeburg, South Carolina 29115
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, American Stock Exchange
No Par Value
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The class of securities registered hereunder is the
Registrant's Common Stock, no par value (the "Common Stock").
All shares of Common Stock are entitled to share equally in
such dividends as the Board of Directors may declare on the
Common Stock from sources legally available therefor. Each
share of Common Stock has the same voting rights, privileges
and preferences. Each share is entitled to one vote on any
issue requiring a vote at any meeting. One-third of the
outstanding shares of Common Stock constitute a quorum for the
transaction of business at any meeting of shareholders.
Cumulative voting is not permitted for the election of
directors. Where there are more nominees for election as
directors than positions to be filled the nominees with the
greatest number of votes are elected. On all other matters of
general business, if the number of shares voted for a
proposition exceeds the number of shares voted against the
proposition, the proposition is adopted if a quorum is present
unless the South Carolina Business Corporation Act or the
Registrant's Articles of Incorporation require a different
vote for such matter. Shareholders are not entitled to
preemptive rights.
The Registrant's Articles of Incorporation require the
affirmative vote of 80% of the outstanding Common Stock to
approve a merger or similar business combination, a sale of
substantially all of the Registrant's assets or dissolution of
the Registrant unless the transaction has been approved by at
least two-thirds of the Board of Directors, in which case the
affirmative vote of two-thirds of the outstanding Common Stock
is needed for approval. Removal of directors without cause
also requires the affirmative approval of 80% of the
outstanding Common Stock. The Registrant has a classified
Board of Directors; there are three classes of approximately
equal size and the directors serve staggered three year terms.
Nominations for director must be in writing and made at least
30 days prior to the meeting at which directors are to be
elected. The Articles of Incorporation also require the Board
of Directors, when evaluating any proposed plan of merger,
consolidation, sale of assets or stock exchange, to consider
the interests of the employees of the Registrant and its
subsidiaries and of the communities in which the Registrant
and its subsidiaries do business, in addition to the interests
of the Registrant's shareholders. The provisions of the
Articles of Incorporation set forth in this paragraph and the
provisions relating to cumulative voting and preemptive rights
set forth in the paragraph above may only be amended by the
affirmative vote of 80% of the outstanding common stock unless
such amendment has been approved by the affirmative vote of at
least two-thirds of the Board of Directors, in which case the
affirmative vote of two-thirds of the outstanding Common Stock
is needed for approval.
Item 2. Exhibits
The following exhibits required by Instruction II to Item 2
will be supplied to the American Stock Exchange.
1. Registrant's Annual Report on Form 10-KSB, as amended,
for the year ended December 31, 1995.
2. Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1996 and June 30, 1996.
3. Registrant's definitive Proxy Statement, dated April 5,
1996.
4. Registrant's Articles of Incorporation and Bylaws.
5. Specimen of Registrant's Common Stock certificate.
6. Registrant's 1995 Annual Report to Shareholders.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Community Bankshares, Inc.
By: /s/William W. Traynham
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William W. Traynham
President
Date:
October 16, 1996
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