SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
COMMONWEALTH BANKSHARES CAPITAL TRUST I COMMONWEALTH BANKSHARES, INC.
(Exact Name of Registrant as specified in its Charter) (Exact Name of Registrant as specified in its Charter)
Delaware Virginia
(State of Incorporation) (State of Incorporation)
51-6519143 54-1460991
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o Commonwealth Bankshares, Inc.
403 Boush Street 403 Boush Street
Norfolk, VA 23510 Norfolk, VA 23510
(Address of Principal Executive Offices) (Address of Principal Executive Offices)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to section 12(b) of the Exchange securities pursuant to section 12(g) of the Exchange Act
Act and is effective pursuant to General Instruction and is effective pursuant to General Instruction A.(d),
A.(c), please check the following box. [_] please check the following box. [X]
Securities Act registration statement file number to which this form relates (if applicable):
333-63314
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered Name of Each Exchange on Which Each Class is to be
Registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
8% Convertible Trust Preferred Securities
8% Junior Subordinated Debentures
(Liquidation Amount $5.00 per Security)
and the Guarantee with respect thereto
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
This registration statement relates to the registration under Section
12(g) of the Securities Exchange Act of 1934, as amended, of the 8% Convertible
Trust Preferred Securities (Liquidation Amount $5.00 per Security) of
Commonwealth Bankshares Capital Trust I (the "Convertible Securities"), a
Delaware business trust (the "Trust"), the guarantee with respect to the
Convertible Securities issued by Commonwealth Bankshares, Inc. (the
"Guarantee"), a Virginia corporation (the "Company," and together with the
Trust, the "Registrants") and the Junior Subordinated Debentures of the Company
issued to the Trust ("Subordinated Debentures"). The descriptions of the
Convertible Securities, the Guarantee and the Subordinated Debentures to be
registered hereunder are set forth under the captions "Description of
Convertible Securities," "Description of Guarantee," and "Description of Junior
Subordinated Debt Securities," respectively, in the Prospectus filed by the
Registrants with the Securities and Exchange Commission on July 25, 2001
pursuant to Rule 424(b)(1) under the Securities Act of 1933, as amended, and is
hereby incorporated by reference. The Prospectus was filed in connection with
the Registrants' Registration Statement on Form S-1, Registration No. 333-63314,
which was declared effective by the Securities and Exchange Commission on July
23, 2001.
Item 2.
Exhibits
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4.1 Certificate of Trust of the Trust, included as Exhibit 4.1 to the
Registrants' Registration Statement on Form S-1, Registration No.
333-63314, and incorporated herein by reference.
4.2 Declaration of Trust between the Company and the Trust, included as
Exhibit 4.2 to the Registrants' Registration Statement on Form S-1,
Registration No. 333-63314, and incorporated herein by reference.
4.3 Form of Amended and Restated Declaration of Trust of the Trust,
included as Exhibit 4.3 to the Registrants' Registration Statement
on Form S-1, Registration No. 333-63314, and incorporated herein by
reference.
4.4 Form of Junior Subordinated Indenture between the Company and
Wilmington Trust Company, as trustee, included as Exhibit 4.4 to
the Registrants' Registration Statement on Form S-1, Registration
No. 333-63314, and incorporated herein by reference.
4.5 Form of Convertible Security certificate, included as Exhibit 4.5
to the Registrants' Registration Statement on Form S-1,
Registration No. 333-63314, and incorporated herein by reference.
4.6 Form of Junior Subordinated Debt Securities, included in Exhibit
4.4 of the Registrants' Registration Statement on Form S-1,
Registration No. 333-63344, and incorporated herein by reference.
4.7 Amendment to Articles of Incorporation dated July 28, 1989,
included as Exhibit 3.3 to the Company's Annual Report on Form 10-
K, filed with the Securities and Exchange Commission on March 20,
1990, and incorporated herein by reference.
4.8 Amendment to Articles of Incorporation dated November, 2000,
included as Exhibit 3.4 to the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on
November 20, 2000.
4.9 Bylaws of the Company, included as Exhibit 3.2 to the Company's
Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on June 15, 1988, and incorporated herein by
reference.
4.10 Form of Guarantee Agreement with respect to the Convertible
Securities, included as Exhibit 4.7 to the Registrants'
Registration Statement on Form S-1, Registration No. 333-63314, and
incorporated herein by reference.
3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
COMMONWEALTH BANKSHARES CAPITAL TRUST I
Date: July 25, 2001 By: /s/ Edward J. Woodard, Jr.
---------------------------------------------
Edward J. Woodard, Jr., CLBB
Administrative Trustee
Date: July 25, 2001 By: /s/ John H. Gayle
---------------------------------------------
John H. Gayle, Administrative Trustee
COMMONWEALTH BANKSHARES, INC.
Date: July 25, 2001 By: /s/ Edward J. Woodard, Jr.
---------------------------------------------
Edward J. Woodard, Jr., CLBB
President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Certificate of Trust of the Trust, included as Exhibit 4.1 to
the Registrants' Registration Statement on Form S-1,
Registration No. 333-63314, and incorporated herein by
reference.
4.2 Declaration of Trust between the Company and the Trust,
included as Exhibit 4.2 to the Registrants' Registration
Statement on Form S-1, Registration No. 333-63314, and
incorporated herein by reference.
4.3 Form of Amended and Restated Declaration of Trust of the Trust,
included as Exhibit 4.3 to the Registrants' Registration
Statement on Form S-1, Registration No. 333-63314, and
incorporated herein by reference.
4.4 Form of Junior Subordinated Indenture between the Company and
Wilmington Trust Company, as trustee, included as Exhibit 4.4
to Registrants' Registration Statement on Form S-1,
Registration No. 333-63314, and incorporated herein by
reference.
4.5 Form of Convertible Security certificate, included as Exhibit
4.5 to the Registrants' Registration Statement on Form S-1,
Registration No. 333-63314, and incorporated herein by
reference.
4.6 Form of Junior Subordinated Debt Securities, included in
Exhibit 4.4 of the Registrants' Registration Statement on Form
S-1, Registration No. 333-63344, and incorporated herein by
reference.
4.7 Amendment to Articles of Incorporation dated July 28, 1989,
included as Exhibit 3.3 to the Company's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on
March 20, 1990, and incorporated herein by reference.
4.8 Amendment to Articles of Incorporation dated November, 2000,
included as Exhibit 3.4 to the Company's Registration Statement
on Form S-1 filed with the Securities and Exchange Commission
on November 20, 2000.
4.9 Bylaws of the Company, included as Exhibit 3.2 to the Company's
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission on June 15, 1988, and incorporated
herein by reference.
4.10 Form of Guarantee Agreement with respect to the Convertible
Securities, included as Exhibit 4.7 to the Registrants'
Registration Statement on Form S-1, Registration No. 333-63314,
and incorporated herein by reference.