S-4/A

As filed with the Securities and Exchange Commission on September 6, 2013

Registration No. 333-188919

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 4 TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UNITED BANKSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

West Virginia	6711	55-0641179
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I. R. S. Employer Identification Number)

500 Virginia Street, East

Charleston, West Virginia 25301

(304) 348 8400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Richard M. Adams

United Bankshares, Inc.

P. O. Box 393

500 Virginia Street, East

Charleston, West Virginia 25301

(304) 348 8400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with copies to:

Sandra M. Murphy, Esq.	Jacob A. Lutz III, Esq.
Bowles Rice LLP	Troutman Sanders LLP
600 Quarrier Street	1001 Haxall Point
P.O. Box 1386	Richmond, Virginia 23219
Charleston, West Virginia 25325	(804) 697-1490
(304) 347-1131

Approximate date of commencement of proposed sale to the public: as soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company.)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

United Bankshares, Inc. is filing this Amendment No. 4 (this “Amendment”) to the Registration Statement on Form S-4 (Registration No. 333-188919) (the “Registration Statement”) as an exhibit-only filing to re-file Exhibit 8.1 (Tax Opinion of Bowles Rice LLP) and Exhibit 8.2 (Tax Opinion of Troutman Sanders LLP), which have been amended to include as an additional opinion the statements made in the “Consequences to Shareholders” portion of the “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER” section of the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, the signature pages to the Registration Statement, an Exhibit Index and Exhibits 8.1 and 8.2 filed herewith. The prospectus and joint proxy statement is unchanged and has been omitted.

Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parkersburg, State of West Virginia, on September 6, 2013.

UNITED BANKSHARES, INC.
By:	/s/ Richard M. Adams
	Chairman of the Board and Chief Executive Officer
By:	/s/ Steven E. Wilson
	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Richard M. Adams Richard M. Adams	Chairman of the Board, Director, and Chief Executive Officer		September 6, 2013
/s/ Steven E. Wilson Steven E. Wilson	Chief Financial Officer, Chief Accounting Officer		September 6, 2013
* Robert G. Astorg	Director		September 6, 2013
* W. Gaston Caperton, III	Director		September 6, 2013
* Lawrence K. Doll	Director		September 6, 2013
* Theodore J. Georgelas	Director		September 6, 2013
* F. T. Graff, Jr.	Director		September 6, 2013
* Douglas J. Leech	Director		September 6, 2013
* John M. McMahon	Director		September 6, 2013
* J. Paul McNamara	Director		September 6, 2013
* Mark R. Nesselroad	Director		September 6, 2013
* William C. Pitt, III	Director		September 6, 2013

Signatures	Title	Date
* Donald L. Unger	Director		September 6, 2013
* Mary K. Weddle	Director		September 6, 2013
* Gary G. White	Director		September 6, 2013
* P. Clinton Winter, Jr.	Director		September 6, 2013

*Signed pursuant to Powers of Attorney dated May 29, 2013, included as part of the signature page to the Registration Statement on Form S-4 for United Bankshares, Inc. filed May 29, 2013.

/s/ Richard M. Adams

Richard M. Adams

Chairman of the Board, Director and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
2.1	Agreement and Plan of Reorganization, dated as of January 29, 2013, by and between United Bankshares, Inc. and Virginia Commerce Bancorp, Inc. (included as Appendix A to the prospectus and joint proxy statement).
2.2	Supplement for Merger Sub Accession to Merger Agreement dated as of May 30, 2013.*
3.1	Amended and Restated Articles of Incorporation of United Bankshares, Inc. as in effect on the date hereof (incorporated by reference to Exhibit 3.1 to United Bankshares’ Current Report on Form 8-K dated December 23, 2008 and filed December 31, 2008).
3.2	Restated Bylaws of United Bankshares, Inc., as in effect on the date hereof (incorporated by reference to Exhibit 3.2 to United Bankshares’ Current Report on Form 8-K dated January 25, 2010 and filed January 29, 2010).
5.1	Opinion of Bowles Rice LLP, including consent.*
8.1	Tax Opinion of Bowles Rice LLP, including consent.
8.2	Tax Opinion of Troutman Sanders LLP, including consent.
21	Subsidiaries of Registrant (Incorporated herein by reference to United Bankshares, Inc.’s Form 10-K for the year ended December 31, 2012).
23.1	Consent of Bowles Rice LLP (included in Legal Opinion, Exhibit 5.1).*
23.2	Consent of Bowles Rice LLP (included in Legal Opinion, Exhibit 8.1).
23.3	Consent of Troutman Sanders LLP (included in Legal Opinion, Exhibit 8.2).
23.4	Consent of Ernst & Young LLP.*
23.5	Consent of Yount, Hyde & Barbour, P.C.*
23.6	Consent of Keefe, Bruyette & Woods, Inc.*
23.7	Consent of Sandler O’Neill & Partners, L.P.*
24	Powers of Attorney (signature page).*
99.1	Form of Proxy Card for United Bankshares, Inc.*
99.2	Form of Proxy Card for Virginia Commerce Bancorp, Inc.*

* Previously filed.

EX-8.1

Exhibit 8.1

600 Quarrier Street Charleston, West Virginia 25301   7000 Hampton Center Morgantown, West Virginia 26505   511 7th Street Moundsville, West Virginia 26041   501 Avery Street Parkersburg, West Virginia 26101   101 South Queen Street Martinsburg, West Virginia 25401   Post Office Drawer 1419 Martinsburg, West Virginia 25402-1419 (304) 263-0836   www.bowlesrice.com 6000 Town Center Boulevard, Suite 210 Canonsburg, Pennsylvania 15317   333 West Vine Street, Suite 1700 Lexington, Kentucky 40507   480 West Jubal Early Drive, Suite 130 Winchester, Virginia 22601

September 6, 2013

Richard M. Adams

United Bankshares, Inc.

514 Market Street

Post Office Box 1508

Parkersburg, West Virginia 26102

Dear Mr. Adams:

We have acted as counsel to United Bankshares, Inc., a West Virginia corporation (“Buyer”), in connection with the proposed merger (“Merger”) of Virginia Commerce Bancorp, Inc., a Virginia corporation (“Virginia Commerce”), with and into George Mason Bankshares, Inc., a Virginia second-tier bank holding company (“Merger Sub”), pursuant to the Agreement and Plan of Reorganization executed by Buyer and Virginia Commerce and dated as of January 29, 2013 (the “Agreement and Plan of Reorganization”). Merger Sub is a subsidiary of Buyer. At your request, and in connection with the filing by Buyer of a Registration Statement on Form S-4, including the prospectus and joint proxy statement contained therein with the Securities and Exchange Commission (the “Commission”), we are rendering our opinions concerning material United States federal income tax matters.

All capitalized terms used herein and not otherwise defined herein shall have the same meanings given to them in the Agreement and Plan of Reorganization. Except as otherwise indicated, all “Section” and “Regulation” references contained herein refer, respectively, to sections of the Internal Revenue Code of 1986, as amended, and to the Treasury Regulations promulgated thereunder.

REPRESENTATIONS

With your permission, we have relied upon statements and representations set forth in the Agreement and Plan of Reorganization, in the Registration Statement on Form S-4, and any exhibits attached thereto, initially filed on May 29, 2013, as amended or supplemented through the date hereof (the “Registration Statement”), and in letters of each of Buyer and Virginia Commerce addressed to this firm and Troutman Sanders LLP, counsel to Virginia Commerce, of even date herewith, concerning the Merger (collectively, the “Tax Certificates”). The relevant facts concerning the Merger are set forth in the Agreement and Plan of Reorganization and the Registration Statement.

Richard M. Adams

September 6, 2013

Page 2

The facts and the description of the Merger set forth in the Agreement and Plan of Reorganization and the Registration Statement are incorporated herein by this reference.

ASSUMPTIONS

In rendering the opinions set forth below, we have assumed, with your permission, that (i) the Merger will be consummated in accordance with the Agreement and Plan of Reorganization and as described in the Registration Statement (and no transaction or condition described therein and affecting this opinion will be waived by any party), (ii) the statements concerning the Merger and the parties thereto set forth in the Agreement and Plan of Reorganization are true, complete and correct, and the Registration Statement is true, complete and correct (other than the information provided in the Registration Statement under the caption “The Merger – Material U.S. Federal Income Tax Consequences”), (iii) the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Agreement and Plan of Reorganization, (iv) the statements and representations of fact (which statements and representations of fact we have neither investigated nor verified) contained, respectively, in the certificates of the officers of Buyer and Virginia Commerce dated as of the date hereof and delivered to us for the purpose of this opinion (collectively, the “Officer’s Certificates”) are true, complete and correct as of the date thereof and will remain true, complete and correct at all times up to the Effective Time, (v) all of the documents that have been executed will not be amended, and that any documents that have been presented to us but that will be executed at a later date, will be executed without any material changes, (vi) the statements and representations of fact (which statements and representations of fact we have neither investigated nor verified) contained in the Tax Certificates are true, complete and correct as of the date thereof and will remain true, complete and correct at all times up to the Effective Time, and (vii) any statements and representations made in the Officer’s Certificates or the Tax Certificates “to the knowledge of,” or similarly qualified, are and will be true, complete and correct. If any of the above-described assumptions are untrue for any reason, or if the Merger is consummated in a manner that is different from the manner in which it is described in the Agreement and Plan of Reorganization or the Registration Statement, our opinions as expressed below may be adversely affected.

We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Agreement and Plan of Reorganization and (iii) such corporate records, agreements, documents and other instruments as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

Richard M. Adams

September 6, 2013

Page 3

OPINION

Based upon and subject to the foregoing and to the limitations, qualifications, exceptions and assumptions set forth in the section of the Registration Statement entitled “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER”, (i) we are of the opinion that the Merger will constitute a tax-free reorganization within the meaning of Internal Revenue Code Section 368(a) and (ii) we adopt as our opinion, insofar as they may be construed as conclusions of U.S. federal tax law, the statements made in the “Consequences to Shareholders” portion of the “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER” section of the Registration Statement.

It should be noted that the opinions expressed in this letter are based upon statutory, judicial and administrative authority as of the date of this opinion. There can be no assurance that such authority will not be changed in the future, or that such changes will not be made retroactively applicable to the transactions considered herein. Moreover, the above-stated opinions are based upon the facts as we understand them and upon the representations provided to us. If the facts turn out to be different in any material respect from the facts or representations stated herein, or if the laws or regulations applicable to the proposed transactions are changed or reinterpreted by competent tribunals, the opinions expressed in this letter may become inapplicable.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement in respect to the shares of Buyer Common Stock to be issued in connection with the Merger, and to the reference to this opinion under the caption “The Merger – Material U.S. Federal Income Tax Consequences” and elsewhere in the Prospectus and Joint Proxy Statement included therein. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Sincerely,

/s/BOWLES RICE LLP

EX-8.2

Exhibit 8.2

TROUTMAN SANDERS LLP Attorneys at Law Troutman Sanders Building 1001 Haxall Point Richmond, Virginia 23218

September 6, 2013

Virginia Commerce Bancorp, Inc.

5350 Lee Highway

Arlington, Virginia 22207

Ladies and Gentlemen:

We have acted as special counsel to Virginia Commerce Bancorp, Inc., a Virginia corporation (“Virginia Commerce”), in connection with the proposed merger (the “Merger”) of Virginia Commerce with and into George Mason Bankshares, Inc., a Virginia second-tier bank holding company incorporated pursuant to the VSCA (“George Mason”) and a wholly owned subsidiary of United Bankshares, Inc. (“United Bankshares”), a West Virginia bank holding company incorporated pursuant to the West Virginia Business Corporation Act, in accordance with the applicable provisions of the VSCA and pursuant to the Agreement and Plan of Reorganization (the “Agreement”) dated as of January 29, 2013. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. At your request, and in connection with the filing of the Form S-4 (as amended or supplemented through the date hereof, the “Registration Statement”), including the proxy statement/prospectus forming a part thereof, we are rendering our opinions concerning certain United States federal income tax matters.

In rendering our opinions set forth below, we have examined and relied upon, without independent investigation or verification, the accuracy and completeness of the facts, information, representations, covenants and agreements contained in the Agreement, the Registration Statement and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In addition, we have relied upon the accuracy and completeness of certain statements, representations, covenants and agreements made by Virginia Commerce and United Bankshares, including factual statements and representations set forth in officers’ certificates dated the date hereof from officers of Virginia Commerce and United Bankshares (the “Representation Letters”). For purposes of rendering our opinions, we have assumed that (i) the transaction will be consummated in accordance with the provisions of the Agreement and as described in the Registration Statement (and no transaction or condition described therein and affecting these opinions will be waived by any party to the Agreement), (ii) the statements concerning the transactions contemplated by the Agreement and the parties referred to in the Agreement, the Registration Statement and the Representation Letters are true, complete and correct, and will remain true, complete and correct at all times up to and including the Effective Time and thereafter (where relevant), (iii) any statements made in the Agreement, the Registration Statement or the Representation Letters regarding the “belief” of any person are

true, complete and correct, and will remain true, complete and correct at all times up to and including the Effective Time and thereafter (where relevant) in each case as if made without such qualification, and (iv) the parties to the Agreement have complied with, and, if applicable, will continue to comply with, their respective covenants and agreements contained in the Agreement. Our opinions assume and are expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, representations, covenants and agreements set forth in the documents referred to in this paragraph.

Based upon and subject to the foregoing and to the limitations, qualifications, exceptions and assumptions set forth in the section of the Registration Statement entitled “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER”, (i) we are of the opinion that, under currently applicable United States federal income tax law, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) we adopt as our opinion, insofar as they may be construed as conclusions of U.S. federal tax law, the statements set forth in the section of the Registration Statement entitled “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER—Consequences to Shareholders.”

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Troutman Sanders LLP

TROUTMAN SANDERS LLP