As filed with the Securities and Exchange Commission on December 23, 2021
Registration Statement
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
UWHARRIE CAPITAL CORP
(Exact name of registrant as specified in its charter)
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North Carolina
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56-1814206
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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132 North First Street
Albemarle, North Carolina 28001
Telephone: (704) 982-4415
(Address, including zip code, of registrants principal executive offices)
Uwharrie Capital Corp Employees 401(k) Retirement Plan
(Full title of the plan)
Roger L. Dick
President and Chief Executive Officer
Uwharrie Capital Corp
132 North First Street
Albemarle, North Carolina 28001
Telephone: (704) 982-4415
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
Todd
H. Eveson
Jonathan A. Greene
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
Telephone: (919) 781-4000
Facsimile: (919) 781-4865
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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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $1.25 per share
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350,000
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$8.88
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$3,108,000
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$288.11
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Interests in Plan (3)
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement also covers any additional shares of the Registrants common stock that may become issuable under the Registrants Employees 401(k) Retirement Plan or as a result of any future stock splits, stock dividends or
similar adjustments of the Registrants outstanding common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under
the Securities Act of 1933, as amended, and based on the average of the bid and asked prices of the Registrants common stock as reported on the OTCQX Market on December 17, 2021.
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(3)
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Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Registrants Employees 401(k) Retirement Plan.
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