-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GchuuEM8+6r/Y9MzpRC2nb2QHpkF4VxS9H/IR/p9ZIztL3F0mDMg97aY8IY1AqAG eo9elKeAADnLQJC6t7qXBA== 0000000000-08-015707.txt : 20080605 0000000000-08-015707.hdr.sgml : 20080605 20080326111608 ACCESSION NUMBER: 0000000000-08-015707 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080326 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: Community Bankers Trust CORP CENTRAL INDEX KEY: 0001323648 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 202652949 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 4235 INNSLAKE DRIVE CITY: GLENN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: (804) 934-9999 MAIL ADDRESS: STREET 1: 4235 INNSLAKE DRIVE CITY: GLENN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: Community Bankers Acquisition Corp. DATE OF NAME CHANGE: 20050413 PUBLIC REFERENCE ACCESSION NUMBER: 0000950133-08-001132 LETTER 1 filename1.txt March 12, 2008 Mail-Stop 4561 Mr. Gary A. Simanson President and Chief Executive Officer Community Bankers Acquisition Corp. 9912 Georgetown Pike, Suite D-203 Great Falls, Virginia 22066 Re: Community Bankers Acquisition Corp. Amendment No. 2 to Form S-4 Filed February 27, 2008 File No. 333-148675 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 information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Form S-4 Community Bankers Annual Meeting Recommendation of the Board of Directors, page 45 1. The staff notes your response regarding the December 2007 updated Sandler appraisal and TransCommunity`s estimated 2009 EPS, which was revised downward. In this regard, revise the disclosure to indicate why Community`s Board did not feel it needed to have Keefe update its appraisal, and in light of the lower estimate, if it still makes its recommendation to shareholders. If so, revise to also add a risk factor that addresses the risks involved in not updating the appraisal. * * * * 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 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 filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment 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. Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: ??should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; ??the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and ??the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. The accounting staff are reviewing the accounting responses and may have additional comments based upon their review. Any questions regarding the accounting comments may be directed to Brittany Ebbertt at (202) 551-3572 or Kevin Vaughn at (202) 551-3437. All other questions may be directed to Michael Clampitt at (202) 551-3434 or to me at (202) 551-3698. Sincerely, Mark Webb Branch Chief Financial Services Group CC: Jonathan H. Talcott, Esq. Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue, N.W., Suite 900 Washington, DC 20001 Phone (202) 712-2806 Facsimile (202) 712-2867 Mr. Gary A. Simanson Community Bankers Acquisition Corp. Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----