Edgar Filing: COMMUNITY BANKSHARES INC /SC/

Registration No.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

COMMUNITY BANKSHARES, INC.
(Exact name of registrant as specified in its charter)

South Carolina 57-0966962
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

102 Founders Court, Orangeburg, South Carolina 29118
(Address of principal executive offices and zip code)

COMMUNITY BANKSHARES, INC.
2007 EQUITY PLAN
(Full title of the Plan)

William W. Traynham Copies to:
Community Bankshares, Inc. George S. King, Jr., Esquire
President and Suzanne Hulst Clawson, Esquire
Chief Financial Officer Haynsworth Sinkler Boyd, P.A.
102 Founders Court 1201 Main Street, Suite 2200
Orangeburg, South Carolina 29118 Columbia, South Carolina 29201
(Name and address of agent for service)
(803) 779-3080
(803) 535-1060
(Telephone number, including
area code, of agent for service)

Calculation of Registration Fee
-------------------------------

Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share(2) price(2) registration fee
---------------------- ------------- ------------------ ------------------- -----------------

Common Stock,
no par value ............... 350,000 shares $15.045 $5,265,750.00 $161.66

(1) This registration statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event of
stock splits, stock dividends or similar transactions pursuant to the terms of
the Plan.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933,
based on the average of the high and low trading prices of the shares reported
by the American Stock Exchange on June 26, 2007, which was $15.045.

Exhibit Index on page 7

INTRODUCTION

This Registration Statement on Form S-8 relates to registration of
350,000 shares of Community Bankshares, Inc. common stock, which are reserved
for issuance pursuant to the Community Bankshares, Inc. 2007 Equity Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8
will be sent or given to employees and non-employee directors of the Registrant
chosen to participate in the Community Bankshares, Inc. 2007 Equity Plan as
required by Rule 428(b)(1) promulgated under the Securities Act of 1933 (the
"Securities Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed with the Commission:

(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2006 (File No. 001-12341).

(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year covered by the Registrant's most recent
Annual Report on Form 10-K.

(c) The description of the Registrant's common stock contained in the
Registrant's Form 8-A, File No. 001-12341, filed October 21,
1996, including any amendment or report filed for the purpose of
updating such description.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference, or deemed to be incorporated
by reference, herein shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or any other subsequently filed document that
also is incorporated by reference, or is deemed to be incorporated by reference,
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement. The Company's Exchange Act
file number with the Commission is 001-12341.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under the South Carolina Business Corporation Act of 1988 (the
"Corporation Act"), a corporation has the power to indemnify directors and

officers who meet the standards of good faith and reasonable belief that conduct
was lawful and in the corporate interest (or not opposed thereto) as set forth
in the Corporation Act. The Corporation Act also empowers a corporation to
provide insurance for directors and officers against liability arising out of
their positions even though the insurance coverage is broader than the power of
the corporation to indemnify. Under the Corporation Act, unless limited by its
articles of incorporation, a corporation must indemnify a director or officer
who is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or officer
against reasonable expenses incurred by him in connection with the proceeding.
The Registrant's Articles of Incorporation do not provide otherwise. The
provisions of the Corporation Act which deal with indemnification are codified
at Sections 33-8-500 through -580 of the Code of Laws of South Carolina 1976,
amended.

In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4 Community Bankshares, Inc. 2007 Equity Plan (incorporated by
reference to Appendix A to Registrant's Proxy Statement filed in
connection with the 2007 Annual Meeting of Shareholders.)

5 Opinion of Haynsworth Sinkler Boyd, P.A.

23.1 Consent of J. W. Hunt and Company, L.L.P.

23.2 Consent of Haynsworth Sinkler Boyd, P.A. (included in Exhibit 5).

24 Power of Attorney (included on signature page)

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

Provided, however, that paragraphs (1)(i) and (1) (ii) of this
undertaking do not apply to this Registration Statement on Form S-8 to
the extent that the information required to be included in a
post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(4) That, for the purpose of determining liability of the Registrant
under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to this
Registration Statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant to
Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the
undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by
the undersigned Registrant to the purchaser.

(5) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant

Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orangeburg, State of South Carolina on June 25, 2007.

COMMUNITY BANKSHARES, INC.

By: s/Samuel L. Erwin
-------------------------------------------------
Samuel L. Erwin
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
indicated on June 25, 2007.

By: s/William W. Traynham
-------------------------------------------------
William W. Traynham
President and Chief Financial Officer
(Principal Accounting and Financial Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Samuel L. Erwin, and William W. Traynham,
jointly and severally, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign this Registration
Statement and any and all amendments to this Registration Statement, and to file
the same, with all exhibits thereto, and other documentation in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or his substitute or substitutes, may do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 25, 2007.

s/Samuel L. Erwin Chief Executive Officer
-----------------------------------
Samuel L. Erwin

Director
-----------------------------------
E. J. Ayers, Jr.

s/Alvis J. Bynum Director
-----------------------------------
Alvis J. Bynum

s/Martha Rose C. Carson Director
-----------------------------------
Martha Rose C. Carson

s/Anna O. Dantzler Director
-----------------------------------
Anna O. Dantzler

s/Thomas B. Edmunds Director
-----------------------------------
Thomas B. Edmunds

s/J. M. Guthrie Director
-----------------------------------
J. M. Guthrie

s/Charles E. Fienning Director
-----------------------------------
Charles E. Fienning

s/Richard L. Havekost Director
-----------------------------------
Richard L. Havekost

s/John V. Nicholson, Jr. Director
-----------------------------------
John V. Nicholson, Jr.

s/Samuel F. Reid, Jr. Director
-----------------------------------
Samuel F. Reid, Jr.

s/Charles P. Thompson, Jr. Director
-----------------------------------
Charles P. Thompson, Jr.

s/William W. Traynham President and Chief Financial Officer
-----------------------------------
William W. Traynham

Director
-----------------------------------
Wm. Reynolds Williams

EXHIBIT INDEX

Exhibit No. Description

Community Bankshares, Inc. 2007 Equity Plan (incorporated by
reference to Appendix A to Registrant's Proxy Statement filed in
connection with the 2007 Annual Meeting of Shareholders.)

5 Opinion of Haynsworth Sinkler Boyd, P.A.

23.1 Consent of J. W. Hunt and Company, L.L.P.

23.2 Consent of Haynsworth Sinkler Boyd, P.A. (included in Exhibit 5)

24 Power of Attorney (included on signature page)