| As filed with the Securities and Exchange Commission on November 26, 2012 | Registration No. 333-112214 |
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
HERITAGE BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 54-1234322 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
150 Granby Street
Norfolk, Virginia 23510
(Address of Principal Executive Offices, including Zip Code)
1987 Stock Option Plan
1999 Stock Option Plan
(Full title of the plans)
Robert C. Stackhouse, Esq.
Stackhouse, Nexsen & Turrietta
4505 Colley Avenue
Norfolk, Virginia 23508
(757) 623-3555
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Henry J. Huelsberg, III, Esq.
Willcox & Savage, P.C.
440 Monticello Avenue, Suite 2200
Norfolk, Virginia 23510
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 | ¨ | Accelerated filer | |||
| ¨ | Non-accelerated filer (Do not check if a smaller reporting company) | x | Smaller reporting company | |||
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the registration statement on Form S-8 (the “Amendment”) is being filed in order to deregister all securities remaining unissued under that certain registration statement on Form S-8 (File No. 333-112214), filed with the SEC on January 26, 2004 (the “Registration Statement”), registering 140,875 shares of common stock, $5.00 par value per share (the “Common Stock”), of Heritage Bankshares, Inc. (the “Company”) for the Company’s 1987 Stock Option Plan and the Company’s 1999 Stock Option Plan, each as amended (collectively, the “Plans”).
The Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, in accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance thereunder that remain unsold at the termination of the offering, the Company is filing this Amendment to, and hereby does, remove from registration all of the securities of the Company that had been registered but remain unsold under the Plans as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 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 Norfolk, Commonwealth of Virginia, on November 26, 2012.
HERITAGE BANKSHARES, INC. (Registrant) | ||
| By: | /s/ John O. Guthrie | |
John O. Guthrie Chief Financial Officer | ||
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