As filed with the Securities and Exchange
Commission on June 26, 2017
Registration No.
333-189641
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 5 TO FORM
S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
________________________
EASTERN
VIRGINIA BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
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Virginia
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54-1866052
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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________________________
10900 Nuckols Road, Suite 325
Glen Allen, Virginia 23060
(804) 443-8400
(Address, including zip code, and telephone
number, including area
code, of registrant’s principal executive
office)
________________________
Joe A. Shearin
President and Chief Executive Officer
Southern National Bancorp of Virginia,
Inc.
10900 Nuckols Road, Suite 325
Glen Allen, Virginia 23060
(804) 443-8400
(Name, address, including zip code, and
telephone number,
including area code, of agent for service)
________________________
Copy to:
Mark C. Kanaly
Alston & Bird LLP
One Atlantic Center
1201 W. Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
________________________
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.
o
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 reinvestment plans, check the following box.
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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.
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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.
o
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
o
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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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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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Emerging growth company
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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.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 5 relates
to the following Registration Statement on Form S-3 (the “Registration Statement”):
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Registration Statement No. 333-189641, pertaining to the registration and resale from time to time of 5,240,192 shares of Eastern
Virginia Bankshares, Inc. (the “Company”) non-voting mandatorily convertible non-cumulative preferred stock, series
B (the “Series B Preferred Stock”) and 9,890,111 shares of the Company’s common stock, including 5,240,192 shares
issuable upon conversion of shares of the Series B Preferred Stock.
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On June 23, 2017, pursuant to the Agreement
and Plan of Merger, dated as of December 13, 2016, as amended, between Southern National Bancorp of Virginia, Inc. (“SONA”)
and the Company, and a related Plan of Merger, the Company was merged with and into SONA (the “Merger”). As a result
of the Merger, the Company ceased to exist as of 6:00 p.m. on June 23, 2017.
As a result of the Merger, the offering
pursuant to the Registration Statement has been terminated. In accordance with the undertakings made by the Company in the
Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold
at the termination of the offering, SONA (as successor to the Company) hereby removes from registration the securities of the Company
registered but unsold under the Registration Statement. 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 Eastern Virginia Bankshares, Inc.) certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on this 26th day
of June, 2017.
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SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.
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(as successor to Eastern Virginia Bankshares, Inc.)
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By:
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/s/ J. Adam Sothen
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J. Adam Sothen
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Chief Financial Officer
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