Post-effective Amendment to an S-8 Filing (s-8 Pos)
07 February 2014 - 7:14AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 6, 2014
Registration No. 333-68576
Registration No. 333-68578
Registration No. 333-68580
Registration No. 333-108210
Registration No. 333-109079
Registration No. 333-142447
Registration No. 333-166483
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Registration Statement No. 333-68576
Post-Effective Amendment No. 1 to Registration Statement No. 333-68578
Post-Effective Amendment No. 1 to Registration Statement No. 333-68580
Post-Effective Amendment No. 1 to Registration Statement No. 333-108210
Post-Effective Amendment No. 1 to Registration Statement No. 333-109079
Post-Effective Amendment No. 1 to Registration Statement No. 333-142447
Post-Effective Amendment No. 1 to Registration Statement No. 333-166483
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Virginia Commerce Bancorp, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Virginia
|
|
54-1964895
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
5350 Lee Highway
Arlington, VA
|
|
22207
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Virginia Commerce Bancorp, Inc. 1989 Stock Option Plan
Virginia Commerce Bancorp, Inc. 1998 Stock Option Plan
Virginia Commerce Bancorp, Inc. Director Warrant Plan
Virginia Commerce Bancorp, Inc. Employee Stock Purchase Plan
Virginia Commerce Bancorp, Inc. Amended and Restated 1998 Stock Option Plan
Virginia Commerce Bancorp, Inc. 2010 Equity Plan
(Full title of the plan)
Richard M.
Adams
United Bankshares, Inc.
P.O. Box 393
500
Virginia Street, East
Charleston, West Virginia 25301
(Name and address of agent for service)
(304) 348-8400
(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, 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. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
x
|
|
|
|
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the Registration
Statements):
|
|
|
Registration Statement No. 333-68576 registering 137,615 shares of Virginia Commerce Bancorp, Inc. common stock, par value $1.00 per share (the Common Stock), in connection with the Virginia Commerce
Bancorp, Inc. 1989 Stock Option Plan; and
|
|
|
|
Registration Statement No. 333-68578 registering 276,250 shares of the Common Stock, in connection with the Virginia Commerce Bancorp, Inc. 1998 Stock Option Plan; and
|
|
|
|
Registration Statement No. 333-68580 registering 164,867 shares of the Common Stock, in connection with the Virginia Commerce Bancorp, Inc. Director Warrant Plan; and
|
|
|
|
Registration Statement No. 333-108210 registering 300,000 shares of the Common Stock, in connection with the Virginia Commerce Bancorp, Inc. 1998 Stock Option Plan; and
|
|
|
|
Registration Statement No. 333-109079 registering 150,000 shares of the Common Stock, in connection with the Virginia Commerce Bancorp, Inc. Employee Stock Purchase Plan; and
|
|
|
|
Registration Statement No. 333-142447 registering 500,000 shares of the Common Stock, in connection with the Virginia Commerce Bancorp, Inc. Amended and Restated 1998 Stock Option Plan; and
|
|
|
|
Registration Statement No. 333-166483 registering 1,500,000 shares of the Common Stock, in connection with the Virginia Commerce Bancorp, Inc. 2010 Equity Plan.
|
On January 31, 2014, pursuant to the Agreement and Plan of Reorganization, dated as of January 29, 2013, as amended, by and among
United Bankshares, Inc. (United), Virginia Commerce Bancorp, Inc. (Virginia Commerce) and George Mason Bankshares, Inc. (George Mason), and a related plan of merger, Virginia Commerce merged with and into George
Mason (the Merger). As a result of the Merger, Virginia Commerce ceased to exist as of January 31, 2014.
Upon the
completion of the Merger, each outstanding share of the Common Stock was converted into the right to receive 0.5442 shares of United common stock. Shares of the Common Stock are no longer quoted on the NASDAQ Stock Market (Global Select).
As a result of the Merger, Virginia Commerce has terminated all offerings of securities pursuant to the Registration Statements. In
accordance with the undertakings made by Virginia Commerce in the Registration Statements to remove from registration by means of a post-effective amendment any of its securities being registered under the Registration Statements that remain unsold
at the termination of the offering, United (as successor to Virginia Commerce) hereby terminates the effectiveness of the Registration Statements and deregisters any and all shares of the Common Stock originally reserved for issuance under the plans
covered by the Registration Statements and registered under the Registration Statements, which remain unsold or unissued as of the date hereof. The Registration Statements are 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 Virginia Commerce) 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Charleston, West Virginia, on this 6th day of February, 2014.
|
|
|
UNITED BANKSHARES, INC.
(as
successor to Virginia Commerce Bancorp, Inc.)
|
|
|
By:
|
|
/s/ Steven E. Wilson
|
|
|
Steven E. Wilson
Chief Financial
Officer
|
Note: No other person is required to sign these Post-Effective Amendments to the Registration Statements on Form S-8 in
reliance on Rule 478 of the Securities Act of 1933, as amended.
Virginia Commerce Bancorp (MM) (NASDAQ:VCBI)
Historical Stock Chart
From Oct 2024 to Nov 2024
Virginia Commerce Bancorp (MM) (NASDAQ:VCBI)
Historical Stock Chart
From Nov 2023 to Nov 2024