SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 27, 2004
COMMUNITY BANKSHARES, INC.
Incorporated under the Commission File No. 000-22054 I.R.S. Employer
laws of South Carolina Identification No.
57-0966962
791 Broughton Street
Orangeburg, South Carolina 29115
Telephone: 803-535-1060
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 (see General Instruction A.2. below):
[ ] 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 14e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 - Entry into a Material Definitive Agreement
Registrant entered into an employment agreement as of January 1, 2005
with its new Chief Executive Officer, Samuel L. Erwin. The agreement is for a
term of three years and provides for a base salary of $190,000, $204,250 and
$219,570, respectively, for each of the three years. The agreement also provides
that the CEO is eligible for bonuses of up to $35,000, $45,750 and $55,430,
respectively, for each of the three years. In addition, the CEO received options
to purchase 10,000 shares of the Registrant's common at the market value on the
date of grant, exercisable for five years, and is eligible to receive additional
grants of options for 10,000 shares on the first and second anniversaries of the
agreement if, in the sole discretion of the Board of Directors, he completes the
preceding year with a high appraisal. The agreement also provides for an
automobile allowance, life insurance, payment of country club and civic club
dues, participation in 401(k), health and dental insurance plans, vacations and
reimbursement of moving expenses. Other terms of the agreement include terms
dealing with termination and the rights of the employee to payments following
termination under certain circumstances, noncompetition and related agreements
as well as other provisions frequently found in executive employment agreements.
Section 5 - Corporate Governance and Management
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors,
Appointment of Principal Officers.
(b) Registrant's Chief Executive Officer, E. J. Ayers retired from the position
of Chief Executive Officer on December 31, 2004. Mr. Ayers continues to
serve as Chairman of the Board of Directors of the Registrant.
(c) Samuel L. Erwin, age 36, was appointed by Registrant's Board of Directors
on December 27, 2004 to be the Registrant's Chief Executive Officer,
effective January 1, 2005. His term of office is at the pleasure of the
Board of Directors. Mr. Erwin was employed by First Union National Bank of
South Carolina from 1995 to 1997 as a commercial lender and Senior Vice
President and City Executive for Orangeburg, South Carolina. From 1997 to
2000, Mr. Erwin was a Senior Vice President and Regional Executive for
First National Bank, Orangeburg, South Carolina. From 2000 to 2002, Mr.
Erwin was a Senior Vice President and Market President for First Union
National Bank of South Carolina in Columbia, South Carolina. From 2002
until his employment by Registrant, Mr. Erwin was Senior Vice President and
Commercial Relationship Manager for Carolina National Bank and Trust
Company, Columbia, South Carolina.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Effective December 27, 2004, Registrant amended Article VI, Section 1 of
its bylaws to read as follows:
Section 1. Officers. The officers of the Corporation
shall be a chief executive officer, a president (who may also
be the chief executive officer), a secretary, a treasurer and
such assistant officers or vice presidents as may from time to
time be appointed by the Board. The offices of chairman of the
board of directors and chief executive officer shall not be
held by the same person at the same time.
Prior to amendment Article VI, Section 1 read as follows:
Section 1. Executive Officers. The executive officers
of the Corporation shall be the chairman of the board of
directors, and a president, secretary, treasurer and such
assistant officers or vice presidents as may from time to time
be appointed by the Board. The board will designate whether
the chairman or the president will serve as the chief
executive officer.
SIGNATURE
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.
COMMUNITY BANKSHARES, INC.
(Registrant)
Date: January 3, 2005 By: /s/ William W. Traynham
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William W. Traynham
President and Chief
Financial Officer