Registration No.
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 Haynsworth 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)
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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Common Stock,
no par value 300,000 shares $17.45 $5,235,000.00 $663.27
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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 August 5, 2004.
Exhibit Index on page 6
PART I
This registration statement relates to registration of 300,000
additional shares of common stock, which are reserved for issuance pursuant to
the Registrant's 1997 Stock Option Plan. Registraton statements have 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 statements, File No. 333-29951, filed June 25, 1997, File
No. 333-78867, filed May 20, 1999, and File No. 333-63598, filed June 22, 2001,
are hereby incorporated by reference herein.
Item 8. Exhibits.
4 Community Bankshares, Inc. Amended 1997 Stock Option Plan
5 Opinion of Haynsworth Sinkler Boyd, P.A.
23.1 Consent of J. W. Hunt and Company, L.L.P.
23.2 Consent of Haynsworth Sinkler Boyd, P.A. (included in Exhibit
5).
24 Power of Attorney (on signature page)
2
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 July 26, 2004.
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 July 26, 2004.
s/William W. Traynham
By:----------------------------------------------
William W. Traynham
President and Chief Financial Officer
(Principal Accounting and Financial Officer)
3
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.
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 July 26, 2004.
s/E. J. Ayers, Jr.
--------------------------------
E. J. Ayers, Jr. Chief Executive Officer,
Chairman of the Board of
s/Keith W. Buckhouse Directors
--------------------------------
Keith W. Buckhouse Director
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/A. Wade Douroux
--------------------------------
A. Wade Douroux Director
s/Thomas B. Edmunds
--------------------------------
Thomas B. Edmunds Director
s/J. M. Guthrie
--------------------------------
J. M. Guthrie Director
s/William A. Harwell
--------------------------------
William A. Harwell Director
s/Richard L. Havekost
--------------------------------
Richard L. Havekost Director
--------------------------------
Phil P. Leventis Director
s/J. V. Nicholson, Jr
--------------------------------
J. V. Nicholson, Jr. Director
s/Robert B. Smith
--------------------------------
Robert B. Smith Director
s/Samuel F. Reid, Jr.
--------------------------------
Samuel F. Reid, Jr. Director
4
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
EXHIBIT INDEX
EXHIBIT
4 Community Bankshares, Inc. Amended 1997 Stock Option Plan
5 Opinion of Haynsworth Sinkler Boyd, P.A.
23.1 Consent of J. W. Hunt and Company, L.L.P.
23.2 Consent of Haynsworth Sinkler Boyd, P.A.
(included in Exhibit 5)
24 Power of Attorney (on signature page)
6