Filed by Bowne Pure Compliance
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Community Bankers Trust Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Gary A. Simanson
9912 Georgetown Pike, Suite D203
Great Falls, VA 22066
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 |
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NAMES OF REPORTING PERSONS
Gary A. Simanson |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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U.S.A.
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,101,740 shares(1) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 shares |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,651,740 shares(1) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 shares |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,651,740 shares(1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.6%(1)(2) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
1) All of such shares are held of record by Community Bankers Acquisition LLC, of which the Reporting Person is the sole manager and has sole dispositive power as to such shares. Includes 239,240 shares issuable upon exercise of warrants to purchase common stock which warrants are exercisable in the event there is an effective registration statement covering the issuance of the shares but does not include 1,052,184 shares issuable upon exercise of 1,052,184 warrants to purchase common stock which are subject to restrictions on disposition, including exercise, as described below.
2) Percentage is calculated pursuant to Rule 13d-3 based on 21,463,483 shares outstanding as of June 12, 2008.
NOTE: This Schedule 13D amends the Schedule 13G previously filed with the SEC by the Reporting
Person on January 10, 2008.
Item 1. Security and Issuer
This statement on Schedule 13D relates to the shares of common stock, par value $0.01 per
share (the Common Stock), of Community Bankers Trust Corporation, formerly Community Bankers
Acquisition Corp., a Delaware corporation (the Issuer), with principal executive offices at 4235
Innslake Drive, Ste. 200, Glen Allen, VA 23060.
Item 2. Identity and Background
(a)-(c) This schedule is being filed by Gary A. Simanson (the Reporting Person) with
business address at 9912 Georgetown Pike, Ste. D203, Great Falls, VA 22066. Mr. Simansons
principal occupation is Vice Chairman and Chief Strategic Officer of the Issuer.
(d)-(e) During the past five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) and has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The acquisition by the Reporting Person of the shares as reported below was financed
pursuant to a loan through RBC, Introducing Broker, Legend Merchant Group, LLC.
Item 4. Purpose of Transaction
The acquisition of shares reported herein was effected in support of the previously announced
merger between the Issuer and TransCommunity Financial Corporation.
Except as set forth herein, the Reporting Person has no present plans or proposals that relate
to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer
(a-c) The aggregate number of shares of Common Stock to which this Schedule 13D relates is
1,412,500 shares held in the name of Community Bankers Acquisition LLC, a Delaware limited
liability company, of which the Reporting Person is the sole manager and has sole dispositive
power, and an additional 239,240 shares issuable upon exercise of outstanding warrants to purchase
common stock also held in the name of the Community Bankers Acquisition LLC. Such shares held by
the Reporting Person do not include 1,052,184 shares issuable upon exercise of 1,052,184 Warrants
to purchase Common Stock, which warrants are subject to restrictions on disposition, including
exercise, through June 8, 2010, pursuant to option agreements between Community Bankers Acquisition
LLC and certain third party option holders. The Reporting Person, as manager of Community Bankers
Acquisition LLC, has sole power, directly or indirectly, to dispose or to direct the disposition of
all of the shares of Common Stock reported herein and the power to vote or to direct the vote with
respect to 1,101,740 of the shares of Common Stock reported herein. Such shares constitute, in
accordance with Rule 13d-3, approximately 7.6% of the 21,463,483 outstanding shares of the Issuers
Common Stock as of June 12, 2008. The Reporting Person has not effected any transactions other
than those reported herein during the past 60 days other than the following:
On May 30, 2008, the Reporting Person acquired 738,606 shares of Common Stock in a block
transaction at a price of $7.73 and on such date sold 75,000 of such shares at a price of $7.73 per
share pursuant to a block transaction. On June 3, 2008, the Reporting Person transferred 575,000
shares of Common Stock acquired in April 2005 to Community Bankers Acquisition LLC for nominal value; and sold 68,290
shares of Common Stock at a price of $6.00 per share. On June 5, 2008, the Reporting Person sold
595,316 shares at $5.25 per share pursuant to a block transaction.
(d) No other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
The Reporting Person is party to a registration rights agreement with the Issuer
pursuant to which the holder of a majority of the shares held by the stockholders party to the
registration rights agreement can cause the Issuer to register all or a portion of the Issuers
shares held by them beginning on the date such shares are released from escrow. In addition, these
stockholders have certain piggy-back registration rights on registration statements filed
subsequent to such date. The Issuer will bear the expenses incurred in connection with the filing
of any such registration statements.
As reported by Community Bankers Acquisition LLC, such entity has granted options to purchase
up to 1,052,184 shares and up to 1,052,184 warrants to certain third parties pursuant to the terms
set forth in Option Agreements, the form of which is attached as Exhibit 99.3. All of the shares
of Common Stock outstanding immediately prior to the Issuers initial public offering, including
862,500 shares of Common Stock held by the Reporting Person, are held in escrow pursuant to a Stock
Escrow Agreement dated as of June 8, 2006, between the Issuer, certain initial stockholders
including the Reporting Person and Continental Stock Transfer & Trust Company until June 2, 2009,
and subject to irrevocable instructions that such shares thereafter shall be retained and held in
escrow pursuant to the terms of the Option Escrow Agreement dated as of May 28, 2008, between the
Reporting Person and Continental Stock Transfer & Trust Co. along with the warrants until the
earlier of distribution in accordance therewith or June 8, 2010, the form of which Option Escrow
Agreement is attached as Exhibit 99.4.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1 Registration Rights Agreement entered into by the Issuer and certain of its
stockholders (included as Exhibit 10.3 to the Issuers Quarterly Report on Form 10-Q on November
14, 2007 (File No. 001-32590) and incorporated herein by reference.
Exhibit 99.2 Stock Escrow Agreement entered into by the Issuer and certain of its stockholders
(included as Exhibit 10.2 to the Issuers Quarterly Report on Form 10-Q on November 14, 2007 (File
No. 001-32590) and incorporated herein by reference.
*Exhibit 99.3 Option Agreement entered into between Community Bankers Acquisition LLC and certain
third parties.
*Exhibit 99.4 Option Escrow Agreement entered into between Community Bankers Acquisition LLC and
Continental Stock Transfer & Trust Co.
* Filed herewith
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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Dated: June 13, 2008
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/s/ Gary A. Simanson |
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Name: Gary A. Simanson |