Mail Stop 3561
October 11, 2005
Mr. Gary A. Simanson, President and CEO
Community Bankers Acquisition Corp.
717 King Street
Alexandria, Virginia 22314
Re: Community Bankers Acquisition Corp.
Registration Statement on Form S-1
Amendment No. 3 filed September 19, 2005
File No. 333-124240
Dear Mr. Simanson:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We note that the registration statement involves warrant
repurchase agreements. It appears that the warrant repurchase
agreements are a bid or inducement during the restricted period
and
in the view of the Division of Market Regulation are in violation
of
Regulation M. Please advise how the company will comply with
Regulation M. Note that the company may request exemptive relief
from the Division of Market Regulation. If the company has any
questions in regards to requesting exemptive relief, please
contact
the Trading Practices Group of the Division of Market Regulation
at
(202) 551-5720.
2. We note the contingent nature of part of the underwriters`
compensation. In light of Regulation M, please include disclosure
in
the registration statement regarding when the distribution ends.
This disclosure may relate to when all of the shares have been
sold,
there are no more selling efforts, there is no more stabilization
or
the overallotment has been exercised. Note that disclosure merely
stating that the distribution ends at the closing of the IPO is
insufficient.
3. Please tell us the factors you considered in determining to
value
this offering at $60,000,000. What factors did you consider when
determining that you might need $54,000,000 in the trust fund to
effect the business combination contemplated by the registration
statement? It does not appear to the staff as though the
determination to value the offering at this amount is an arbitrary
decision and we would like to know the specific factors and
motivations behind the valuation. This includes the time period
before the company`s corporate existence was established in April
of
2005 and encompasses any and all evaluations and/or discussions
that
may have taken place prior to the involvement of the principals
with
the formal entity of Community Bankers Acquisition Corp. Given
management`s extensive and high-level experience effecting
acquisitions, the precise nature of their knowledge about their
ability to effect a combination with a company whose fair market
value is equal to at least 80% of the company`s net assets may be
material information for which appropriate disclosure is required.
We may have further comment.
4. We note your disclosure concerning your issuance of the
purchase
option to provide for the opportunity for I-Bankers Securities,
Inc.,
Newbridge Securities Corp. and Legend Merchant Group, Inc. to
purchase a total of up to 525,000 units. Please revise, here and
elsewhere as appropriate to clarify if such amount is an aggregate
amount for purchases by all of the underwriters or if each
underwriter has the option to purchase such amount. To the extent
it
is an aggregate amount, briefly discuss how such amount will be
allocated among the underwriters. Note also any additional
disclosure obligations in the fee calculation table of the
registration statement.
Prospectus Summary
5. We note your disclosure referencing the possibility that the
company will be raising additional funds in order to consummate a
business combination through the sale of securities or through
loan
arrangements. Discuss whether this is considered by the company
to
be a likely occurrence and if so how such an expectation relates
to
the company`s determination to raise $60,000,000 in this offering.
We may have further comment.
6. We note the disclosure that officer and directors have agreed
to
vote their shares "in accordance with the majority." Please
disclose
what is meant by "in accordance with the majority." For example,
does it mean that such insiders will vote their shares in the same
proportion as the vote by the public stockholders? Does it mean
that
such insiders will vote the entirety of their shares either for or
against a business combination, as determined by the totality of
the
public stockholder vote? Does it mean something else?
Use of Proceeds, page 19
7. We note the statement in the first paragraph on page 20 that
"to
the extent that the funds not held in the trust were insufficient
to
do so, to pay finder`s fee..." If applicable, in the use of
proceeds
table, please include finder`s fee under the line item "Working
capital..."
8. We note the statement on page 21 that "[t]o the extent that
out-
of-pocket expenses exceed the available proceeds not deposited in
the
trust fund, such expenses would not be reimbursed by us unless we
consummate a business combination." Please clearly indicate that
if
a business combination is not consummated, all of the funds held
in
trust would be returned to investors without any deductions.
Certain Transactions, page 51
9. Please disclose to whom the company issued the 25,000 shares in
June of 2005.
Part II
Item 15. Recent Sale of Unregistered Securities, page II-4
10. We reissue in part our previous comment eight. Please
disclose
to whom the company issued the 25,000 shares in June of 2005.
Also
briefly describe the facts relied upon to make the Rule 701
exemption
available. We note that the transactions with Eugene S. Putnam
and
David W. Spainhour were not listed in the initial filing. Please
explain supplementally. See Item 701 of Regulation S-K.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Maureen Bauer at (202) 551-3237 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters. Please contact
Thomas
Kluck at (202) 551-3233 or Mike Karney, who supervised the review
of
your filing, at (202) 551-3847 with any other questions.
Sincerely,
John Reynolds
Assistant Director
cc: Kathleen Cerveny, Esq.
Fax: (202) 452-0930
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Mr. Gary A. Simanson
Community Bankers Acquisition Corp.
October 11, 2005
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