-----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, JTQkFXj8wAEOVbXmasVb92RTjggC6upIunZjn2nC+lC+h1U8f0YksRKw5y+BcyUb Y3cphZ9N38DrXAyU4DDNWg== 0001275287-06-002922.txt : 20060519 0001275287-06-002922.hdr.sgml : 20060519 20060519084307 ACCESSION NUMBER: 0001275287-06-002922 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060518 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060519 DATE AS OF CHANGE: 20060519 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: 06853667 BUSINESS ADDRESS: STREET 1: 403 BOUSH ST CITY: NORFOLK STATE: VA ZIP: 23510 BUSINESS PHONE: 8044466900 MAIL ADDRESS: STREET 1: 403 BOUSH STREET CITY: NORFOLK STATE: VA ZIP: 23510 8-K 1 cb5943.txt FORM 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) May 18, 2006 Commonwealth Bankshares, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Virginia 01-17377 54-1460991 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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 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)) ================================================================================ SECTION 8 - OTHER EVENTS - ------------------------ Item 8.01 Other Events. On May 18, 2006, Commonwealth Bankshares, Inc. issued a press release announcing the declaration of an 11-for-10 stock split on its common stock, payable June 30, 2006 to shareholders of record as of June 19, 2006. Shareholders will receive 1 additional share for every 10 shares held. A copy of the Company's press release is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS - --------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release, dated May 18, 2006, entitled "Commonwealth Bankshares, Inc., Norfolk, VA, Announces an 11-for-10 Stock Split." 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. Commonwealth Bankshares, Inc. Date: May 18, 2006 By: /s/ Cynthia A. Sabol, CPA ---------------------------- Name: Cynthia A. Sabol, CPA Title: Executive Vice President and Chief Financial Officer EX-99.1 2 cb5943ex991.txt EXHIBIT 99.1 Exhibit 99.1 COMMONWEALTH BANKSHARES, INC., NORFOLK, VA, ANNOUNCES AN 11-FOR-10 STOCK SPLIT NORFOLK, Va., May 18 /PRNewswire-FirstCall/ -- (Nasdaq: CWBS) -- The Directors of Commonwealth Bankshares, Inc. announced today the declaration of an 11-for-10 stock split, payable June 30, 2006, to shareholders of record as of June 19, 2006. Shareholders will receive 1 additional share for every 10 shares held. Edward J. Woodard, Jr., CLBB, Chairman of the Board, President and Chief Executive Officer, commented, "Commonwealth Bankshares is dedicated to enhancing the value of our shareholders' investment in our Company. The larger number of shares that will be outstanding as a result of this stock split should increase the float and trading volume in our stock to further benefit our shareholders. This stock split will help broaden our shareholders base and further strengthen the marketability of the shares. It also reinforces our confidence in the future growth of Commonwealth Bankshares and complements future capital planning. In addition, I am proud to say we have provided a total return to our shareholders, which includes appreciation in share price and reinvestment of cash dividends, of 50% in 2005. In fact, over a 3 and 5 year period, Commonwealth Bankshares' stock has enjoyed an average total return of 158% and 424%, respectively. These returns far exceed the most successful banking organizations in the country today." 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 ten bank branches strategically located throughout the Hampton Roads region 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 Executive Title Center, mortgage funding services through its subsidiary Bank of the Commonwealth Mortgage and investment related services through its new subsidiary, Commonwealth Financial Advisors, LLC.* Additional information about the company, its products and services, can be found on the Web at http://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 and insurance offered through BI Investments, LLC. member NASD and SIPC. BI Investments is associated with Bank of the Commonwealth. 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 forecasted 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. SOURCE Commonwealth Bankshares, Inc. -0- 05/18/2006 /CONTACT: Edward J. Woodard, Jr., CLBB, Chairman of the Board, President and Chief Executive Officer of Commonwealth Bankshares, Inc., +1-757-446-6904, ewoodard@bocmail.net/ /Web site: http://www.bankofthecommonwealth.com / (CWBS) -----END PRIVACY-ENHANCED MESSAGE-----