UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

December 7, 2012

Date of Report (Date of earliest event reported)

Heritage Bankshares, Inc.

(Exact name of registrant as specified in its charter)


Virginia	0-11255	54-1234322
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

150 Granby Street, Suite 150, Norfolk, Virginia 23510

(Address of principal executive offices, including zip code)

757-648-1700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

OTHER EVENTS

On December 7, 2012, Heritage Bankshares, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors has declared a special cash dividend on the Company’s common stock in the amount of $0.36 per share, payable on December 26, 2012 to shareholders of record on December 17, 2012. The Company currently contemplates that the special dividend will consist of (a) an acceleration of – and payment in lieu of – total aggregate dividends of $0.24 per share that the Company would have otherwise expected to pay during the 2013 calendar year and (b) an additional amount of $0.12 per share.

The Company also announced in the press release that it has modified its existing share repurchase program to reduce the maximum number of shares of common stock available for repurchase thereunder from 116,000 shares to approximately 48,000 shares.

The foregoing is qualified by reference to the press release which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1	Press Release issued by Heritage Bankshares, Inc. on December 7, 2012.

SIGNATURES

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.


		Heritage Bankshares, Inc.
		(Registrant)

Date: December 7, 2012		/s/ John O. Guthrie
		John O. Guthrie
		Chief Financial Officer

INDEX TO EXHIBITS


Exhibit Number		Description

99.1		Press Release issued by Heritage Bankshares, Inc. on December 7, 2012.

HERITAGE BANKSHARES INC /VA 8-K