SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 20, 2006
REGIONAL BANKSHARES, INC.
South Carolina 000-32493 57-1108717
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
206 South Fifth Street, Hartsville, SC 29551
(Address of Principal Executive Offices) (Zip Code)
(843) 383-4333
(Registrant's telephone number, including area code)
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:
[ ] 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Variable Interest Entities - On April 18, 2006, the Company sponsored the
creation of a Connecticut statutory trust, Regional Statutory Trust I (the
"Trust"), and is the sole owner of the common securities issued by the Trust. On
April 20, 2006, the Trust issued $3,000,000 in floating rate TP securities. The
proceeds of this issuance, and the amount of the Company's investment in the
common securities, were used to acquire $3,093,000 principal amount of the
Company's floating rate junior subordinated debt securities due 2036
("Debentures"), which securities, and the accrued interest thereon, now
constitute the Trust's sole assets. The interest rate associated with the debt
securities, and the distribution rate on the common securities of the Trust, is
adjustable quarterly at 3 month LIBOR plus 177 basis points. The Company may
defer interest payments on the Debentures for up to twenty consecutive quarters,
but not beyond the stated maturity date of the Debentures. In the event that
such interest payments are deferred by the Company, the Trust may defer
distributions on the TP Securities and the common securities. In such an event,
the Company would be restricted in its ability to pay dividends on its common
stock and perform under other obligations that are not senior to the junior
subordinated Debentures.
The Debentures are redeemable at par at the option of the Company, in whole or
in part, on any interest payment date on or after June 15, 2011. Prior to that
date, the Debentures are redeemable at par plus a premium of up to 3.14% of par
upon the occurrence of certain events that would have a negative tax effect on
the Trust or that would cause it to be required to be registered as an
investment company under the Investment Company Act of 1940 or that would cause
trust preferred securities not to be eligible to be treated as Tier 1 capital by
the Federal Reserve Board. Upon repayment or redemption of the Debentures, the
Trust will use the proceeds of the transaction to redeem an equivalent amount of
TP securities and common securities. The Trust's obligations under the TP
securities are unconditionally guaranteed by the Company.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
At the Annual Meeting of Shareholders on May 11, 2006, Curtis Tyner, the
President and Chief Executive Officer, will report that for the first quarter of
2006 basic earnings per share were $0.21 compared to $0.07 per share for the
first quarter of 2005. This is after adjustment for the 20% stock dividend
declared last fall. Net income for the first quarter of 2006 was $145, 278
compared to $42,591 for the first quarter of 2005.
SIGNATURE
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.
REGIONAL BANKSHARES, INC.
(Registrant)
Date: May 11, 2006 By: /s/ Curtis A. Tyner
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Curtis A. Tyner
President