Post-effective Amendment to an S-8 Filing (s-8 Pos)
01 September 2016 - 2:12AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 31, 2016
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Registration No. 333-197260
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CORDIA BANCORP INC.
(Exact name of registrant as specified in
its charter)
Virginia
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26-4700031
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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11730 Hull Street Road
Midlothian, Virginia 23112
(804) 744-7576
(Address, including zip code, and telephone
number,
including area code, of registrant’s principal
executive offices)
Bank
of Virginia 2011 Stock Incentive Plan
(Full title of the plan)
O.R. (“Ed”) Barham, Jr.
President and Chief Executive Officer
Cordia Bancorp Inc.
11730 Hull Street Road
Midlothian, Virginia 23112
(804) 744-7576
(Name, address, including zip
code, and telephone
number, including area code, of agent for service)
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Copies to:
Aaron M. Kaslow, Esq.
Kilpatrick Townsend & Stockton LLP
607 14
th
Street,
NW, Suite 900
Washington, DC 20005
(202) 508-5800
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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 126-2
of the Exchange Act. (Check one):
Large
accelerated filer
¨
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Accelerated
filer
¨
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Non-accelerated
filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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EXPLANATORY
NOTE
This
Post-Effective Amendment relates to the following Registration Statement on Form S-8 (the “Registration Statement”)
filed with the Securities and Exchange Commission on July 3, 2014 by Cordia Bancorp Inc., a Virginia corporation (the “Cordia
Bancorp”):
Registration
Statement on Form S-8, File No. 333-197260, registering an additional 800,000 shares of common stock, par value $0.01 per
share, for issuance under the Bank of Virginia 2011 Stock Incentive Plan.
Pursuant
to the Agreement and Plan of Merger, dated as of May 19, 2016, by and between Cordia Bancorp Inc., Bank of Virginia, First-Citizens
Bank & Trust Company and FC Merger Subsidiary I, Inc., Cordia Bancorp will be acquired by First-Citizens Bank & Trust Company.
The acquisition will be accomplished by the merger of FC Merger Subsidiary I, Inc. with and into Cordia Bancorp, which will become
effective at 11:59 p.m. on August 31, 2016.
Upon
the closing of the merger, each share of Cordia Bancorp common stock, other than shares held by First-Citizens Bank & Trust
Company, will convert into the right to receive cash in the amount of $5.15 per share.
As
a result of the merger, Cordia Bancorp has terminated all offerings of securities pursuant to the Registration Statement. In accordance
with the undertaking made by Cordia Bancorp 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, Cordia Bancorp hereby terminates the effectiveness of the Registration Statement and deregisters any and all shares of
Cordia Bancorp common stock originally reserved for issuance under the plans covered by the Registration Statement and registered
under the Registration Statement that remain unsold or unissued as of the date hereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, Cordia Bancorp Inc. 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 Midlothian, Commonwealth of Virginia on August 31, 2016.
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CORDIA BANCORP INC.
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By:
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/s/ O.R. (“Ed”) Barham, Jr.
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O.R. (“Ed”) Barham, Jr.
President, Chief Executive Officer
(principal executive officer)
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No
other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 of the Securities
Act.
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