UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2005
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BENCHMARK BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Virginia 0-18445 54-1380808
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 South Broad Street
Kenbridge, Virginia 23944
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (434) 676-9054
Not Applicable
(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:
| | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|X| 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.
On January 10, 2005, Benchmark Bankshares, Inc. (the "Company") issued
a press release announcing that its board of directors has unanimously
authorized a "going private" transaction that will result in the termination of
the registration of the Company's common stock with the Securities and Exchange
Commission. The press release is attached as Exhibit 99.1 to this report and is
incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press Release dated January 10, 2005.
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.
BENCHMARK BANKSHARES, INC.
Date: January 10, 2005 By: /s/ Ben L. Watson, III
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Ben L. Watson, III
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated January 10, 2005.