- Post-Effective Amendment to an S-8 filing (S-8 POS)
08 Juni 2012 - 3:20PM
Edgar (US Regulatory)
Filed with the Securities
and Exchange Commission on June 7, 2012
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Registration
No.333-113479
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE
SECURITIES ACT OF 1933
__________________
POTOMAC BANCSHARES, INC.
(Exact name of Registrant as specified in
its charter)
West Virginia
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55-0732247
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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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111 East Washington Street
Charles Town, West Virginia 25414
(304) 725-8431
(Address, including zip code, and
telephone number, including area code, of Registrants principal executive
offices)
POTOMAC BANCSHARES, INC.
2003 STOCK
INCENTIVE PLAN
(Full title of the
plan)
Robert F. Baronner, Jr.
POTOMAC
BANCSHARES, INC.
111 East Washington
Street
Charles Town, West Virginia 25414
Telephone (304) 725-8431
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copy to:
Charles D. Dunbar
Elizabeth
Osenton Lord
Jackson Kelly PLLC
Laidley Tower, 16
th
Floor
500 Lee Street, East
Charleston, West Virginia 25301
(304)
340-1196
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.
Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(do not
check if a smaller reporting company)
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Smaller reporting company
x
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment No. 1, filed by Potomac Bancshares, Inc., a West
Virginia corporation (the Registrant), deregisters all unsold securities
registered for issuance under the Registration Statement on Form S-8, File No.
333-113479, which was filed with the SEC on March 10, 2004 (the Registration
Statement).
On
March 10, 2004, the Registrant filed a registration statement (the Registration
Statement) on Form S-8, File No. 333-113479, to register a total of 90,000
shares of the common stock of the Registrant, $1.00 par value per share (the
Shares), pursuant to the Registrants 2003 Stock Incentive Plan (the Plan).
The Registrant now desires to deregister all of the Shares not yet issued in
connection with the Plan. The Registrant intends to suspend all reporting
obligations with the SEC under the Securities Exchange Act, as amended.
Accordingly, pursuant to the undertaking
contained 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, the Registrant hereby amends the Registration
Statement by deregistering all Shares that are registered but unsold under the
Registration Statement.
SIGNATURES
Pursuant to the Securities Act of
1933, as amended, the Registrant has duly caused this Post-Effective Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charles Town, State of
West Virginia, on June 7, 2012.
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POTOMAC BANCSHARES,
INC.
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By:
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/s/ Robert F.
Baronner, Jr.
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Robert F. Baronner, Jr.
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President and Chief Executive
Officer
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