- Post-Effective Amendment to an S-3D filing (S-3DPOS)
May 15 2012 - 12:45PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 15, 2012.
Registration No. 333-161825
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BOTETOURT BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
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Virginia
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54-1867438
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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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6022
(Primary Standard Industrial
Classification Code Number)
19747 Main Street
Buchanan, Virginia 24066
(540) 591-5000
(Address, including zip code, and telephone number, including area code, of registrants principal executive office)
H. Watts Steger, III
Chairman and Chief Executive Officer
Botetourt Bankshares, Inc.
19747 Main Street
Buchanan, Virginia 24066
(540) 591-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to
Hugh B. Wellons
Spilman Thomas & Battle
P.O. Box 90
Roanoke, Virginia 24002
(540) 512-1809
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: Not
applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box.
x
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestments plans,
check the following box.
¨
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting 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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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-3 (No. 333-161825) filed by Botetourt
Bankshares, Inc. (the Registrant) with the Securities and Exchange Commission on September 10, 2009, as amended on January 10, 2011 and September 9, 2011 (the Registration Statement). The Registration Statement
registered rights to up to 200,000 shares of the Registrants common stock, par value $1.00 per share (Common Stock), for issuance by the Registrant in connection with a Dividend Reinvestment and Stock Purchase Plan. The Registrant
sold an aggregate of 8,497 shares of Common Stock under the Registration Statement.
In accordance with the undertaking made
by the Registrant in the Registration Statement, the Registrant hereby amends the Registration Statement to deregister the 191,503 shares of Common Stock that were registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Botetourt County, Commonwealth of Virginia, on May 15, 2012.
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Botetourt Bankshares, Inc.
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By:
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/s/ H. Watts Steger, III
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H. Watts Steger, III
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement
has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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/s/ H. Watts Steger, III
H. Watts Steger, III
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Chief Executive Officer (principal executive officer) and Chairman of the Board
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/s/ Michelle A. Crook
Michelle A. Crook
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Senior Vice President and Chief Financial Officer
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*
Edgar K. Baker
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Director
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*
Robert J. Berkstresser
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Director
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G. Lyn Hayth, III
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Secretary of the Company, President of Bank of Botetourt and Director
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*
Joyce R. Kessinger
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Director
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*
Tommy L. Moore
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Director
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*
D. Bruce Patterson
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Director
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*
F. Lindsey Stinnett
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Director
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John B. Williamson, III
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Director
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Michelle A. Crook, by signing her name, signs this document on behalf of each of the persons indicated by an asterisk above pursuant to the powers of attorney duly
executed by such persons and filed with the Securities and Exchange Commission as Exhibit 24 to the Registration Statement on Form S-1, filed with the Commission on September 10, 2009.
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