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)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 166,000 shares $13.25 $2,199,500.00 $611.46
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 May 17, 1999.
Exhibit Index on page 6
<PAGE>
PART I
This registration statement relates to registration of 166,000
additional shares of common stock, which are reserved for issuance pursuant to
the Registrant's 1997 Stock Option Plan. A registraton statement has previously
been filed with respect to other shares of the Registrant's common stock
reserved for issuance under the same stock option plan. The contents of such
earlier registration statement (File No. 333-29951), filed June 24, 1997, are
hereby incorporated by reference herein.
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
<PAGE>
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 May 17, 1999.
Community Bankshares, Inc
s/E. J. Ayers, Jr.
By:----------------------------------------------
E. J. Ayers, 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 May 17, 1999.
s/William W. Traynham
By:----------------------------------------------
William W. Traynham
President and Chief Financial Officer
(Principal Accounting and Financial Officer)
4
<PAGE>
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 May 17, 1999.
s/E. J. Ayers, Jr.
- --------------------------------
E. J. Ayers, Jr. Chief Executive Officer,
Chairman of the Board of
Directors
s/Alvis J. Bynum
- --------------------------------
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/Richard L. Havekost
- --------------------------------
Richard L. Havekost Director
s/Phil P. Leventis
- --------------------------------
Phil P. Leventis Director
s/Jesse A. Nance
- --------------------------------
Jesse A. Nance Director
s/William H. Nock
- --------------------------------
William H. Nock Director
s/Samuel F. Reid, Jr.
- --------------------------------
Samuel F. Reid, Jr. Director
s/William W. Traynham
- --------------------------------
William W. Traynham President, Chief Financial
Officer, Director
s/J. Otto Warren, Jr.
- --------------------------------
J. Otto Warren, Jr. Director
- --------------------------------
Wm. Reynolds Williams Director
s/Michael A. Wolfe
- --------------------------------
Michael A. Wolfe Director
5
<PAGE>
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
May 19, 1999
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 an additional 166,000 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. relating to
registration of 166,000 shares of common stock reserved for issuance pursuant to
the Community Bankshares, Inc. 1997 Stock Option Plan of our Report dated
January 29, 1999, which report is included in Community Bankshares, Inc.'s
Annual Report on Form 10-KSB for the year ended December 31, 1998.
s/J. W. Hunt and Company, LLP
J. W. Hunt and Company, LLP
Columbia, South Carolina
May 18, 1999
8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints E. J. Ayers, 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
s/E. J. Ayers, Jr. Chief Executive Officer May 17, 1999
- --------------------------------------- Officer
E. J. Ayers, Jr.
s/William W. Traynham President and Chief Financial Officer May 17, 1999
- ---------------------------------------
William W. Traynham
s/Alvis J. Bynum Director May 17, 1999
- ---------------------------------------
Alvis J. Bynum
s/Martha Rose C. Carson Director May 17, 1999
- ---------------------------------------
Martha Rose C. Carson
s/Anna O. Dantzler Director May 17, 1999
- ---------------------------------------
Anna O. Dantzler
s/J. M. Guthrie Director May 17, 1999
- ---------------------------------------
J. M. Guthrie
s/Richard L. Havekost Director May 17, 1999
- ---------------------------------------
Richard L. Havekost
s/Phil P. Leventis Director May 17, 1999
- ---------------------------------------
Phil P. Leventis
s/Jesse A. Nance
- --------------------------------------- Director May 17, 1999
Jesse A. Nance
s/William H. Nock Director May 17, 1999
- ---------------------------------------
William H. Nock
s/Samuel F. Reid, Jr. Director
- ---------------------------------------- May 17, 1999
Samuel F. Reid, Jr.
J. Otto Warren, Jr. Director May 17, 1999
- ---------------------------------------
J. Otto Warren, Jr.
Director May __, 1999
- ---------------------------------------
Wm. Reynolds Williams
s/Michael A. Wolfe Director May 17, 1999
- ---------------------------------------
Michael A. Wolfe
</TABLE>
