-----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, JUIdrYOrXO+sXM9R7BAadji3oK7WkBeg/OSdIgfdANJfNzwFbXtCFK/c9eAjeFUK ayAPNh9HYQATuR8UeQlWKQ== 0001171843-08-000505.txt : 20080721 0001171843-08-000505.hdr.sgml : 20080721 20080721165107 ACCESSION NUMBER: 0001171843-08-000505 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080721 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events FILED AS OF DATE: 20080721 DATE AS OF CHANGE: 20080721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH BANKSHARES INC CENTRAL INDEX KEY: 0000835012 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541460991 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17377 FILM NUMBER: 08961662 BUSINESS ADDRESS: STREET 1: 403 BOUSH ST CITY: NORFOLK STATE: VA ZIP: 23510 BUSINESS PHONE: 7574466900 MAIL ADDRESS: STREET 1: 403 BOUSH STREET CITY: NORFOLK STATE: VA ZIP: 23510 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) July 16, 2008


Commonwealth Bankshares, Inc.
(Exact name of registrant as specified in its charter)


Virginia
 
01-17377
 
54-1460991
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
403 Boush Street, Norfolk, Virginia
 
23510
 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   (757) 446-6900



N/A
(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 7.01. Regulation FD Disclosure.

This information, furnished under this "Item 7.01. Regulation FD Disclosure," is intended to be furnished pursuant to Regulation FD (17 CFR 243.100-243.103) and shall not be deemed to be filed for purposes of the Securities Exchange Act of 1934.

On July 16, 2008, an article was published in The Virginian-Pilot following the Annual Meeting of Shareholders (the "Annual Meeting") of Commonwealth Bankshares, Inc. (the "Company") held on July 15, 2008. The article included the following statement: "Commonwealth, [Edward Woodard, CLBB, Chairman of the Board, President and Chief Executive Officer of the Company,] said, is likely to earn about $9.5 million this year." Consistent with Mr. Woodard's presentation during the Annual Meeting, the Company notes that this $9.5 million figure is simply an annualization of the Company's first quarter net income of approximately $2.4 million, and is not a forecast of the Company's anticipated annual income for 2008. There can be no assurance that the Company will have actual net income of $9.5 million for the fiscal year ending December 31, 2008.

Item 8.01. Other Events.

On July 21, 2008, the Company issued a press release announcing the declaration of a quarterly dividend payable August 29, 2008 to shareholders of record as of August 18, 2008. A copy of the Company's press release is attached as Exhibit 99.1 hereto and is herby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1
Press Release, dated July 21, 2008, entitled "Commonwealth Bankshares, Inc., Norfolk, VA, Announces Quarterly Cash Dividend."


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Commonwealth Bankshares, Inc.
(Registrant)

July 21, 2008
(Date)
  /s/   CYNTHIA A. SABOL, CPA
Cynthia A. Sabol, CPA
Executive Vice President and Chief Financial Officer
EX-99.1 2 newsrelease.htm PRESS RELEASE Commonwealth Bankshares, Inc., Norfolk, VA, Announces Quarterly Cash Dividend

EXHIBIT 99.1

Commonwealth Bankshares, Inc., Norfolk, VA, Announces Quarterly Cash Dividend

NORFOLK, Va., July 21, 2008 (PRIME NEWSWIRE) -- The directors of Commonwealth Bankshares, Inc. (Nasdaq: CWBS) declared a quarterly cash dividend in the amount of $0.08 per share on its common stock, payable August 29, 2008, to shareholders of record as of August 18, 2008. This is the third quarterly dividend declared in 2008, for a total year to date dividend of $0.24 per share, up 20.0% from the $0.20 per share dividend declared during the first three quarters of 2007.

Commonwealth Bankshares, Inc. offers its shareholders the convenience of a Dividend Reinvestment and Stock Purchase Plan and the direct deposit of cash dividends, without payment of any brokerage commission, fee or service charge.

Holders of stock may have their quarterly dividends automatically reinvested in additional shares of the Company's common stock by utilizing the Dividend Reinvestment Plan. Shares of common stock purchased through the Dividend Reinvestment Plan with reinvested dividends will be 95% of the market price.

Shareholders participating in the Stock Purchase Plan may also make voluntary cash contributions not to exceed $20,000 per quarter. These shares are issued at market value, without incurring brokerage commissions. In addition, shareholders also have the option of having their cash dividends deposited directly into an account with Bank of the Commonwealth.

Shareholders may receive information on the Dividend Reinvestment and Stock Purchase Plan or direct deposit of cash dividends by contacting the Stock Transfer Department at Bank of the Commonwealth, P.O. Box 1177, Norfolk, VA 23501-1177.

About Commonwealth Bankshares

Commonwealth Bankshares, Inc. is the parent of Bank of the Commonwealth which opened its first office in Norfolk, Virginia, in 1971, creating a community bank that was attuned to local issues and could respond to the needs of local citizens and businesses. Over the last three decades, the Company's growth has mirrored that of the communities it serves. Today, Bank of the Commonwealth has nineteen bank branches strategically located throughout the Hampton Roads and Northeastern North Carolina regions and an extensive ATM network for added convenience. The Company continues to grow and develop new services, such as Online Banking and a Corporate Cash Management program and at the same time, maintain the longstanding commitment to personal service. Our slogan conveys our true corporate philosophy: "When you bank with us, you bank with your neighbors." Bank of the Commonwealth offers insurance services through its subsidiary BOC Insurance Agencies of Hampton Roads, Inc., title services through its subsidiary Exe cutive Title Center, mortgage funding services through its subsidiary Bank of the Commonwealth Mortgage and investment related services through its subsidiary, Commonwealth Financial Advisors, LLC. * Additional information about the company, its products and services, can be found on the Web at www.bankofthecommonwealth.com.

* Securities and Insurance Products are: not insured by FDIC or any Federal Government Agency; May Lose Value; Not a Deposit of or Guaranteed by the Bank or any Bank Affiliate. Securities offered through Capitol Securities Management, Inc.,. member FINRA and SIPC. Commonwealth Financial Advisors, LLC is a wholly-owned subsidiary of Bank of the Commonwealth. This press release contains forward-looking statements. Words such as "anticipates," " believes," "estimates," "expects," "intends," "should," "will," variations of such words and similar expressions are intended to identify forward-looking statements. These statements reflect management's current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or foreca sted in such forward-looking statements. Factors that could cause a difference include, among others: changes in the national and local economies or market conditions; changes in interest rates, deposit flows, loan demand and asset quality, including real estate and other collateral values; changes in banking regulations and accounting principals, policies or guidelines; and the impact of competition from traditional or new sources. These and other factors that may emerge could cause decisions and actual results to differ materially from current expectations. Commonwealth Bankshares, Inc. undertakes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this release.

CONTACT: Commonwealth Bankshares, Inc.
         Edward J. Woodard, Jr., CLBB, Chairman of the Board,
          President and Chief Executive Officer
         (757) 446-6904
         ewoodard@bocmail.net
         www.bankofthecommonwealth.com
         P.O. Box 1177
         Norfolk, Virginia 23501
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