Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
791 Broughton St., Orangeburg, South Carolina 29115
(Address of principal executive offices and zip code)
COMMUNITY BANKSHARES, INC.
1997 STOCK OPTION PLAN
(Full title of Plan)
William W. Traynham Copies to:
Community Bankshares, Inc. George S. King, Jr., Esquire
President and Suzanne Hulst Clawson, Esquire
Chief Financial Officer Sinkler & Boyd, P.A.
791 Broughton Steet 1426 Main Street, Suite 1200
Orangeburg, South Carolina 29115 Columbia, South Carolina 29201
(Name and address of agent for service)
(803) 779-3080
(803) 535-1060
(Telephone number, including
area code, of agent for service)
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Calculation of Registration Fee
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share(2) price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock,
no par value 53,000 shares $27.375 $1,450,875 $439.66
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(1) This registration statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event of
stock splits, stock dividends or similar transactions pursuant to the terms
of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low trading prices of the shares reported by the
American Stock Exchange on June 18, 1997.
Exhibit Index on page 6
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PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form S-8
will be sent or given to employees of the Registrant chosen to participate in
the Community Bankshares, Inc. 1997 Stock Option Plan as required by Rule
428(b)(1) promulgated under the Securities Act of 1933.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference herein the following
documents:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1996 (File No. 000-22054).
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997;
(c) The description of the Registrant's common stock contained in the
Registrant's Form 8-A, File No. 001-12341, effective October 25, 1996,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the South Carolina Business Corporation Act of 1988 (the "Corporation
Act"), a corporation has the power to indemnify directors and officers who meet
the standards of good faith and reasonable belief that conduct was lawful and in
the corporate interest (or not opposed thereto) set forth in the Corporation
Act. The Corporation Act also empowers a corporation to provide insurance for
directors and officers against liability arising out of their positions even
though the insurance coverage is broader than the power of the corporation to
indemnify. Under the Corporation Act, unless limited by its articles of
incorporation, a corporation must indemnify a director or officer who is wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party because he is or was a director or officer against
reasonable expenses incurred by him in connection with the proceeding. The
Registrant's Articles of Incorporation do not provide otherwise. The provisions
of the Corporation Act which deal with indemnification are codified at Sections
33-8-500 through -580 of the Code of Laws of South Carolina 1976, amended.
In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
Item 7. Exemption from Registration Claimed.
2
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Not applicable.
Item 8. Exhibits.
4 Community Bankshares, Inc. 1997 Stock Option Plan
(incorporated by reference to appendix to Registrant's Proxy
Statement filed in connection with the 1997 Annual Meeting of
Shareholders.)
5 Opinion of Sinkler & Boyd, P.A.
23.1 Consent of J. W. Hunt and Company, L.L.P.
23.2 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).
24 Power of Attorney
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) of this
undertaking do not apply if the registration statement is on Form S-3, S-8 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
3
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orangeburg, State of South Carolina on June 16, 1997.
Community Bankshares, Inc.
s/Hugo S. Sims, Jr.
By:----------------------------------------------
Hugo S. Sims, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
indicated on June 16, 1997.
s/William W. Traynham
By:-------------------------------------------------------
William W. Traynham
President and Chief Financial Officer
(Principal Accounting and Financial Officer)
4
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 16, 1997.
s/E. J. Ayers, Jr.
E. J. Ayers, Jr., Director
Alvis J. Bynum, Director
s/ Martha Rose C. Carson
Martha Rose C. Carson, Director
s/ Anna O. Dantzler
Anna O. Dantzler, Director
s/J. M. Guthrie
J. M. Guthrie, Director
s/William H. Nock
William H. Nock, Director
Phil P. Leventis, Director
s/ Samuel F. Reid, Jr.
Samuel F. Reid, Jr., Director
s/ J. Otto Warren, Jr.
J. Otto Warren, Jr., Director
s/ Michael A. Wolfe
Michael A. Wolfe, Director
s/ Russell S. Wolfe, II
Russell S. Wolfe, II, Director
5
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EXHIBIT INDEX
EXHIBIT
4 Community Bankshares, Inc. 1997 Stock Option
Plan (incorporated by reference to appendix to
Registrant's Proxy Statement filed in connection
with the 1997 Annual Meeting of Shareholders.)
5 Opinion of Sinkler & Boyd, P.A.
23.1 Consent of J. W. Hunt and Company, L.L.P.
23.2 Consent of Sinkler & Boyd, P.A.
(included in Exhibit 5)
24 Power of Attorney
6
Sinkler & Boyd, P.A.
Attorneys at Law
The Palmetto Center
1426 Main Street, Suite 1200
Columbia, South Carolina 29201
(803) 779-3080
June 23, 1997
Community Bankshares, Inc.
791 Broughton Street
Orangeburg, South Carolina 29115
Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 53,000 shares of the common stock (the "Common Stock") of Community
Bankshares, Inc., a South Carolina corporation (the "Company"), for issuance
pursuant to the Community Bankshares, Inc. 1997 Stock Option Plan, we have
examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
Upon the basis of such examination it is our opinion that the Common
Stock, when issued upon the terms and conditions set forth in the Registration
Statement filed by the Company in connection with the registration of the Common
Stock, and upon receipt of the consideration therefor, will be legally issued,
fully paid and nonassessable.
We consent to be named in the Registration Statement as attorneys who
will pass upon certain legal matters in connection with the offering described
in the Registration Statement, and to the filing of a copy of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
s/Sinkler & Boyd, P.A.
Sinkler & Boyd, P.A.
7
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Community Bankshares, Inc.
We consent to the incorporation by reference into this Registration
Statement on Form S-8 filed by Community Bankshares, Inc. in connection with the
Community Bankshares, Inc. 1997 Stock Option Plan of our Report dated January
31, 1997, included in Community Bankshares, Inc.'s Annual Report on Form 10-KSB
for the year ended December 31, 1996.
s/J. W. Hunt and Company, LLP
J. W. Hunt and Company, LLP
Columbia, South Carolina
June 24, 1997
8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Hugo S. Sims, Jr., 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 and in his name, place
and stead, in any and all capacities, to sign this 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.
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Signature Title Date
<S> <C> <C>
Chief Executive Officer
- --------------------------------------- Officer
Hugo S. Sims, Jr.
s/William W. Traynham President and Chief Financial Officer June 16, 1997
- ---------------------------------------
William W. Traynham
s/E. J. Ayers, Jr. Director June 16, 1997
- ---------------------------------------
E. J. Ayers, Jr.
Director
- ---------------------------------------
Alvis J. Bynum
s/Martha Rose C. Carson Director June 16, 1997
- ---------------------------------------
Martha Rose C. Carson
s/Anna O. Dantzler Director June 16, 1997
- ---------------------------------------
Anna O. Dantzler
s/J. M. Guthrie Director June 16, 1997
- ---------------------------------------
J. M. Guthrie
s/William H. Nock Director June 16, 1997
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William H. Nock
Director
- ---------------------------------------
Phil P. Leventis
s/Samuel F. Reid, Jr. Director
- ---------------------------------------- June 16, 1997
Samuel F. Reid, Jr.
s/J. Otto Warren, Jr. Director June 16, 1997
- ---------------------------------------
J. Otto Warren, Jr.
s/Michael A. Wolfe Director June 16, 1997
- ---------------------------------------
Michael A. Wolfe
s/Russell S. Wolfe, II Director June 16, 1997
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Russell S. Wolfe, II
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