EXPLANATORY NOTE
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the Registration Statements):
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Registration Statement No. 333-106694, pertaining to the registration and sale of 500,000 shares of common stock of Cardinal Financial Corporation (the Company) in connection with the Cardinal Financial Corporation 401(k) Plan;
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Registration Statement No. 333-111672, pertaining to the registration and sale of 700,000 shares of common stock of the Company in connection with the Cardinal Financial Corporation 2002 Equity Compensation Plan (the 2002 Plan);
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Registration Statement No. 333-111673, pertaining to the registration and sale of 625,000 shares of common stock of the Company in connection with the Cardinal Financial Corporation 1999 Stock Option Plan;
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Registration Statement No. 333-127395, pertaining to the registration and sale of 1,270,000 shares of common stock of the Company in connection with the 2002 Plan;
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Registration Statement No. 333-134923, pertaining to the registration and sale of 450,000 shares of common stock of the Company in connection with the 2002 Plan;
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Registration Statement No. 333-134934, pertaining to the registration and sale of 100,000 shares of common stock of the Company in connection with the Cardinal Financial Corporation Executive Deferred Income Plan, 100,000 shares of common stock of the Company in connection with the Cardinal Financial Corporation Directors Deferred Income Plan and 150,000 shares of common stock of the Company in connection with the George Mason Mortgage, LLC Executive Deferred Income Plan; and
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Registration Statement No. 333-174316, pertaining to the registration and sale of 750,000 shares of common stock of the Company in connection with the 2002 Plan.
On April 21, 2017, pursuant to the Agreement and Plan of Reorganization, dated as of August 17, 2016, by and among United Bankshares, Inc. (United), its subsidiary UBV Holding Company, LLC (UBV) and the Company, and related plan of merger, the Company was merged with and into UBV (the Merger). As a result of the Merger, the Company ceased to exist as of 5:01 p.m. on April 21, 2017.
As a result of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, United (as successor to the Company) hereby terminates the effectiveness of the Registration Statements and removes from registration the securities of the Company registered but unsold under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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