UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report : December 29, 2005
Botetourt Bankshares, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Virginia | | 000-49787 | | 54-1867438 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
19747 Main Street Buchanan, Virginia | | 24066 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code 540-591-5000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
Botetourt Bankshares, Inc. (the “Company”), the holding company for Buchanan, Virginia based Bank of Botetourt, has recalculated its public float as of its 10-KSB filing date of March 25, 2005. The prior calculation of public float included some shares held by affiliates. The recalculation removes shares held by all affiliates, including 5% owners of common stock. The recalculation yields a reduced float, $22,897,035 instead of $26,680,656, as previously reported. As a result, Botetourt Bankshares, Inc. will continue reporting under Regulation S-B in 2005 and 2006. An amended cover page, with attached signature page and certifications, for Form 10-KSB has been filed with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| | | Botetourt Bankshares, Inc. |
| |
| | | /s/ H. Watts Steger, III
|
| | | Chairman & CEO |
| |
| | | /s/ Michelle A. Alexander
|
Date: December 29, 2005 | | Chief Financial Officer |
