| As filed with the Securities and Exchange Commission on July 3, 2014 | Registration No. 333-__________ |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CORDIA BANCORP INC.
(Exact name of registrant as specified in its charter)
| Virginia | 26-4700031 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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)
Jack C. Zoeller 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) | Copies to: Aaron M. Kaslow, Esq. Kilpatrick Townsend & Stockton LLP 607 14th Street, NW, Suite 900 Washington, DC 20005 (202) 508-5800
|
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 ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
| CALCULATION OF REGISTRATION FEE | ||||||||||||||||
| Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||||||||||
| Common Stock $0.01 par value | 800,000 | (2) | $ | 4.25 | (3) | $ | 3,400,000 | $ | 438 | |||||||
| (1) | Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares to be issued pursuant to the Bank of Virginia 2011 Stock Incentive Plan (“2011 Plan”) as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Cordia Bancorp Inc., as permitted by Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | This registration statement registers an additional 800,000 shares of common stock issuable under the 2011 Plan. An aggregate of 106,240 shares (after giving effect to the 1-for-5 reverse stock split of Bank of Virginia and the share exchange with Cordia Bancorp Inc.) issuable under the 2011 Plan have previously been registered under Registration Statement 333-188301. |
| (3) | Estimated solely for the purpose of computing the registration fee. In accordance with Rule 457(c) and (h) under the Securities Act, the maximum offering price per share is based on the average of the high and the low prices reported on July 1, 2014. |
This Registration Statement shall become effective immediately upon filing in accordance with Section 8(a)
of the Securities Act of 1933, as amended and 17 C.F.R. §230.462.
Incorporation of Previous Registration Statement
Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 800,000 shares of common stock of Cordia Bancorp Inc. (the “Company”) under the Bank of Virginia 2011 Stock Incentive Plan (the “2011 Plan”), which increase in shares was approved by the shareholders of the Company at the Company’s annual meeting of shareholders held on June 25, 2014. Pursuant to Instruction E, the contents of the Company’s Registration Statement No. 333-188301 is hereby incorporated by reference.
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 this 3rdday of July, 2014.
| CORDIA BANCORP INC. | ||
| By: | /s/Jack C. Zoeller | |
| Jack C. Zoeller | ||
| President, Chief Executive Officer and Director | ||
| (principal executive officer) | ||
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Jack C. Zoeller and Mark A. Severson, as the true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and things requisite and necessary to be done as fully, and to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| July 3, 2014 | By: | /s/Jack C. Zoeller |
| Jack C. Zoeller | ||
| President and Chief Executive Officer, Director | ||
| (Principal Executive Officer) | ||
| July 3, 2014 | By: | /s/Mark A. Severson |
| Mark A. Severson | ||
| Executive Vice President and Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| July 3, 2014 | By: | /s/Peter W. Grieve |
| Peter W. Grieve | ||
| Chairman of the Board | ||
| July 3, 2014 | By: | /s/David C. Bushnell |
| David C. Bushnell | ||
| Director |
| July 3, 2014 | By | /s/G. Waddy Garrett |
| G. Waddy Garrett | ||
| Director | ||
| July 3, 2014 | By | /s/Thomas L. Gordon |
| Thomas L. Gordon | ||
| Director | ||
| July 3, 2014 | By | /s/Hunter R. Hollar |
| Hunter R. Hollar | ||
| Director | ||
| July 3, 2014 | By | /s/Michael F. Rosinus |
| Michael F. Rosinus | ||
| Director | ||
| July 3, 2014 | By | /s/Raymond H. Smith, Jr. |
| Raymond H. Smith, Jr. | ||
| Director | ||
| July 3, 2014 | By | /s/Todd S. Thomson |
| Todd S. Thomson | ||
| Director | ||
| July 3, 2014 | By | /s/John P. Wright |
| John P. Wright | ||
| Director | ||
| July 3, 2014 | By | /s/David Zlatin |
| David Zlatin | ||
| Director |
EXHIBIT INDEX
| Exhibit No. | Description | Method of Filing | ||
| 5.0 | Opinion of Kilpatrick Townsend & Stockton LLP | Filed herewith. | ||
| 23.1 | Consent of Kilpatrick Townsend & Stockton LLP | Contained in the opinion included as Exhibit 5.0. | ||
| 23.2 | Consent of Yount, Hyde & Barour, P.C. | Filed herewith. | ||
| 24.0 | Power of Attorney | Located on the signature page. | ||
| 99.1 | Bank of Virginia 2011 Stock Incentive Plan | Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-4 (File No. 333-186087), as amended, initially filed with the SEC on January 18, 2013. |
