8-A12G 1 d8a12g.txt FORM 8-A FILING 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 -------- 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.