Post-effective Amendment to an S-8 Filing (s-8 Pos)

Date : 02/15/2020 @ 6:21AM
Source : Edgar (US Regulatory)
Stock : Highlands Bankshares Inc /va/ (HLND)
Quote : 8.4  0.0 (0.00%) @ 12:00AM

Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on February 14, 2020

Registration No. 333-225740



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Post-Effective Amendment No. 1 to Registration Statement No. 333-225740

to

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 


 

Highlands Bankshares, Inc.

(Exact name of registrant as specified in its charter)

 

Virginia

(State or other jurisdiction of

incorporation or organization)

 

54-1796693

(I.R.S. Employer

Identification No.)

 

340 West Main Street

Abingdon, Virginia

(Address of Principal Executive Offices)

 

 

24210

(Zip Code)

 


 

Highlands Bankshares, Inc. 2018 Restricted Stock Plan

(Full title of the plan)

 


 

William P. Stafford, II

Chief Executive Officer

First Community Bankshares, Inc.

P.O. Box 989

Bluefield, Virginia 24605-0989

(Name and address of agent for service)

 

(276) 326-9000

(Telephone number, including area code, of agent for service)

 


 

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. (Check one):

 

  Large accelerated filer ☐ Accelerated filer ☐
     
  Non-accelerated filer ☑   Smaller reporting company ☑
     
    Emerging growth company ☐

           

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 the Securities Act. ☐

 

 

 

 

DEREGISTRATION OF UNSOLD SECURITIES

 

This Post-Effective Amendment relates to Registration Statement No. 333-225740 on Form S-8 registering 250,000 shares of Highlands Bankshares, Inc. common stock, par value $0.625 per share (the “Common Stock”) in connection with the Highlands Bankshares, Inc. 2018 Restricted Stock Plan (the “Registration Statement”).

 

On December 31, 2019, pursuant to the Agreement and Plan of Merger, dated as of September 11, 2019, by and between First Community Bankshares, Inc. (“First Community”) and Highlands Bankshares, Inc. (“Highlands”), Highlands merged with and into First Community (the “Merger”). As a result of the Merger, Highlands ceased to exist as of 5:01 p.m. on December 31, 2019.

 

Upon the completion of the Merger, each outstanding share of the Common Stock was converted into the right to receive 0.2703 shares of First Community common stock. Shares of the Common Stock are no longer quoted on the OTCQX Marketplace.

 

As a result of the Merger, Highlands has terminated the offering of securities pursuant to the Registration Statement.  In accordance with the undertakings made by Highlands in the Registration Statement to remove from registration by means of a post-effective amendment any of its securities being registered under the Registration Statement that remain unsold at the termination of the offering, First Community (as successor to Highlands) hereby terminates the effectiveness of the Registration Statement and deregisters any and all shares of the Common Stock originally reserved for issuance under the 2018 Restricted Stock Plan covered by the Registration Statement and registered under the Registration Statement, which remain unsold or unissued as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant (as successor to Highlands) certifies that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Bluefield, Virginia, on this 14th day of February, 2020.

 

 

 

FIRST COMMUNITY BANKSHARES, INC.

(as successor to Highlands Bankshares, Inc.)

     
     
 

By:

/s/David D. Brown                                                     

   

David D. Brown

Chief Financial Officer

 

 

Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-8 in reliance on Rule 478 of the Securities Act of 1933, as amended.

 

 



Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.