As filed with the Securities and Exchange Commission on August 21, 2020
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BLUE RIDGE BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
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Virginia
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54-1470908
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1807 Seminole Trail
Charlottesville, Virginia
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22901
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(Address of principal executive offices)
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(Zip code)
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Blue Ridge Bankshares, Inc.
Equity Incentive Plan
(Full title of the plan)
Brian K. Plum
President
and Chief Executive Officer
Blue Ridge Bankshares, Inc.
1807 Seminole Trail
Charlottesville, Virginia 22901
(Name and address of agent for service)
(540) 743-6521
(Telephone number, including area code, of agent for service)
Copy to:
Scott H. Richter
Williams Mullen
200
South 10th Street, Suite 1600
Richmond, Virginia 23219
(804) 420-6000
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered (1)
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Proposed maximum
offering price per
share (2)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration fee
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Common Stock, no par value per share
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386,127 shares
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$13.66
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$5,274,495
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$685
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
registration statement also covers such additional and indeterminate number of shares of common stock of the registrant as may be issuable under the Blue Ridge Bankshares, Inc. Equity Incentive Plan as a result of a stock dividend, stock split,
recapitalization or similar event.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the
Securities Act, based on the average of the high and low prices of the registrants common stock on the NYSE American on August 18, 2020.
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