Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 26 2017 - 1:46PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on June 26, 2017
Registration No.
333-179824
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM
S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
________________________
EASTERN
VIRGINIA BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
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Virginia
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54-1866052
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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________________________
10900 Nuckols Road, Suite 325
Glen Allen, Virginia 23060
(Address of Principal Executive Offices)
(Zip Code)
Eastern Virginia Bankshares, Inc. Amended
and Restated Employee Stock Purchase Plan
(Full title of the plan)
________________________
Joe A. Shearin
President and Chief Executive Officer
Southern National Bancorp of Virginia,
Inc.
10900 Nuckols Road, Suite 325
Glen Allen, Virginia 23060
(Name and address of agent for service)
(804) 443-8400
(Telephone number, including area code,
of agent for service)
________________________
Copy to:
Mark C. Kanaly
Alston & Bird LLP
One Atlantic Center
1201 W. Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
________________________
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Emerging growth company
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 relates
to the following Registration Statement on Form S-8 (the “Registration Statement”):
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Registration Statement No. 333-179824, pertaining to the registration and sale of 881 shares of common stock of Eastern Virginia
Bankshares, Inc. (the “Company”) in connection with the Company’s Amended and Restated Employee Stock Purchase
Plan.
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On June 23, 2017, pursuant to the Agreement
and Plan of Merger, dated as of December 13, 2016, as amended, between Southern National Bancorp of Virginia, Inc. (“SONA”)
and the Company, and a related Plan of Merger, the Company was merged with and into SONA (the “Merger”). As a result
of the Merger, the Company ceased to exist as of 6:00 p.m. on June 23, 2017.
As a result of the Merger, the offering
pursuant to the Registration Statement has been terminated. In accordance with the undertakings made by the Company in the
Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold
at the termination of the offering, SONA (as successor to the Company) hereby removes from registration the securities of the Company
registered but unsold under the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect
the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant (as successor to Eastern Virginia Bankshares, Inc.) certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on June 26, 2017.
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SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.
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(as successor to Eastern Virginia Bankshares, Inc.)
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By:
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/s/ J. Adam Sothen
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J. Adam Sothen
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Chief Financial Officer
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