8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): June 13, 2012

Cardinal Bankshares Corporation

(Exact name of registrant as specified in its charter)

Virginia	0-28780	54-1804471
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
101 Jacksonville Circle, P.O. Box 215 Floyd, Virginia		24091
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (540) 745-4191

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)

¨ 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 June 13, 2012, Cardinal Bankshares Corporation (the “Company”) and its wholly-owned subsidiary, Bank of Floyd (the “Bank”), issued a press release regarding the declaration of a cash dividend on the Company’s common stock. The dividend is payable on June 30, 2012 to shareholders of record as of June 27, 2012. The Company and the Bank also delivered a letter to the Company’s shareholders on June 14, 2012 regarding the dividend and other matters.

Copies of the press release and letter to shareholders are attached to this report as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description of Exhibit
99.1	Press Release dated June 13, 2012.
99.2	Letter to Shareholders dated June 14, 2012

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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.

	CARDINAL BANKSHARES CORPORATION
Dated: June 14, 2012	By:	/s/ Michael D. Larrowe
		Michael D. Larrowe
		President and Chief Executive Officer

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Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release dated June 13, 2012.
99.2	Letter to Shareholders dated June 14, 2012

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

June 13, 2012

Contact:

Michael Larrowe

President and CEO

Bank of Floyd

(540) 745-5210

Cardinal Bankshares increases dividend

FLOYD, Va. – The Board of Directors for Cardinal Bankshares Corporation (OTC BB: CDBK) today declared a bi-annual dividend of $0.10 per share, a 25 percent increase over the $.08 per share paid in the previous six months.

The dividend will be paid June 30, 2012, to shareholders of record as of June 27, 2012.

Floyd, Va. based Cardinal Bankshares, the parent company for the Bank of Floyd, has $272 million in assets and operates seven branch offices in the Roanoke Region of Virginia.

EX-99.2

Exhibit 99.2

June 14, 2012

Dear Shareholder:

As your new president and chief executive officer, it is my pleasure and honor to provide you with an update of the recent activities of our company since our annual shareholder meeting. First, you should know that more than 94 percent of all outstanding shares were cast during this year’s proxy vote, a tribute to your loyalty and unquestionable support of our organization. While opinions may have differed during the proxy vote, one thing is clear. Each of us wants what is best for our organization.

Newly elected directors John Paul Houston, James Shortt, and Mauyer Gallimore – well-respected businessmen and life-long Floyd residents – along with reelected director Dr. Howard Conduff and management are in the early stages of developing a comprehensive plan that will address the immediate needs faced by our bank today and the expected challenges of tomorrow. We will focus on ways to make our operations more efficient and our customer experience more rewarding. Our new board is energized and united with management in continuing the past successes of our bank.

Many of you have shared your concern regarding the future of the Bank of Floyd. Our commitment is to remain independent. We believe that strong core earnings and a healthy balance sheet are critically important to accomplishing that goal. Because overall financial performance is of utmost importance, there are some weaker credits we may elect to remove from our books in the second quarter. We will provide more detail after June 30 when the reporting period ends.

As we review and evaluate a number of areas throughout the organization, we do know changes are in order, particularly if we expect to compete on a level playing field. For example, it is critical that we upgrade those systems that meet the needs and demands of our customers and provide employees with the technology to make them more effective in their work. Just as important, it is imperative we create a credit culture that openly invites and welcomes qualified borrowers to do business with us. With strong capital and liquidity, the Bank of Floyd has money to lend.

We are excited about the future. We have loyal customers, dedicated employees and shareholders who understand the unlimited potential of our company. Our ultimate purpose is to create long-term economic rewards for our shareholders by providing excellent customer service, creating an environment where employees can learn and grow, and supporting the communities in which we do business.

In closing, we offer our gratitude and appreciation to former President and CEO Leon Moore and former directors Bill Gardner, Kevin Mitchell and Harris Warner for their many years of dedication. Again, thank you for your support and loyalty to the Bank of Floyd.

Sincerely,

Michael Larrowe

President and Chief Executive Officer