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

January 23, 2013

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 January 23, 2013, the Board of Directors of Heritage Bankshares, Inc. (the “Company”) declared a dividend on the preferred stock issued by the Company in connection with its participation in the Small Business Lending Fund Program. Specifically, the Board declared a cash dividend of $46,087.50, which represents the expected amount of the dividend next payable by the Company under the SBLF program based on its applicable level of “Qualified Small Business Lending”. This dividend will be payable and paid on April 1, 2013 to the holder of the SBLF preferred stock of record on March 20, 2013 (currently the sole shareholder of record of the SBLF preferred stock is the Secretary of the Treasury).

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: January 25, 2013						/s/ John O. Guthrie
						John O. Guthrie
						Chief Financial Officer

HERITAGE BANKSHARES INC /VA 8-K