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SEC Comment Letter for FIRST COMMUNITY BANKSHARES (FCBC) — Oct 28, 2019

FIRST COMMUNITY BANKSHARES INC /VA/ (FCBC) (CIK 0000859070)
Date: Oct. 28, 2019 · CIK: 0000859070 · Accession: 0000000000-19-014908

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Document Type
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Reasoning

File numbers found in text: 333-234195

Date
October 28, 2019
Author
Office of Finance
Form
UPLOAD
Company
FIRST COMMUNITY BANKSHARES INC /VA/ (FCBC) (CIK 0000859070)

Letter

October 28, 2019 William P. Stafford, II Chairman of the Board and Chief Executive Officer First Community Bankshares, Inc. 29 College Drive Bluefield, VA 26405 Re:First Community Bankshares, Inc. Registration Statement on Form S-4 Filed October 15, 2019 File No. 333-234195 Dear Mr. Stafford: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-4 filed October 15, 2019 General 1.It does not appear that Highlands Bankshares satisfies the requirements of General Instruction C.1.a of Form S-4 and General Instruction 1.B.1 of Form S-3 which would allow you to incorporate certain required information by reference. Please advise us why Highlands Bankshares is eligible to incorporate by reference or revise your filing to include the required information in accordance with Item 17 of Form S-4.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

FirstName LastNameWilliam P. Stafford, II Comapany NameFirst Community Bankshares, Inc. October 28, 2019 Page 2 FirstName LastName William P. Stafford, II First Community Bankshares, Inc. October 28, 2019 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Eric Envall at (202) 551-3234 or Michael Clampitt at (202) 551-3434 with any questions. Sincerely, Division of Corporation Finance Office of Finance

Show Raw Text
October 28, 2019
William P. Stafford, II
Chairman of the Board and Chief Executive Officer
First Community Bankshares, Inc.
29 College Drive
Bluefield, VA 26405
Re:First Community Bankshares, Inc.
Registration Statement on Form S-4
Filed October 15, 2019
File No. 333-234195
Dear Mr. Stafford:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed October 15, 2019
General
1.It does not appear that Highlands Bankshares satisfies the requirements of General
Instruction C.1.a of Form S-4 and General Instruction 1.B.1 of Form S-3 which would
allow you to incorporate certain required information by reference.  Please advise us why
Highlands Bankshares is eligible to incorporate by reference or revise your filing to
include the required information in accordance with Item 17 of Form S-4.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameWilliam P. Stafford, II
 Comapany NameFirst Community Bankshares, Inc.
 October 28, 2019 Page 2
 FirstName LastName
William P. Stafford, II
First Community Bankshares, Inc.
October 28, 2019
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eric Envall at (202) 551-3234 or Michael Clampitt at (202) 551-3434 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance