As filed with the Securities and Exchange Commission on June 3, 1999.
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
EASTERN VIRGINIA BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1866052
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
307 Church Lane
P. O. Box 1005
Tappahannock, Virginia 22560-1005
(804) 443-4333
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Thomas E. Stephenson
Chief Financial Officer
Eastern Virginia Bankshares
307 Church Lane
P. O. Box 1005
Tappahannock, Virginia 22560-1005
(804) 443-4333
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of Communications to:
R. Brian Ball, Esquire
Wayne A. Whitham, Jr., Esquire
Williams, Mullen, Christian & Dobbins, P.C.
P. O. Box 1320
Richmond, Virginia 23218-1320
(804) 643-1991
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to be Amount to be Offering Price Per Aggregate Amount of
Registered Registered Share (1) Offering Price (1) Registration Fee
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $2.00 per share 75,000 shares $17.00 $1,275,000 $355.00
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the offering price is based on the average
of the high ($17.00) and low ($17.00) prices of the Common Stock as reported on
the NASDAQ SmallCap Market System on May 26, 1999, and has been established
solely for the purpose of calculating the registration fee.
================================================================================
<PAGE>
Prospectus
June 3, 1999
EASTERN VIRGINIA BANKSHARES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
75,000 SHARES OF COMMON STOCK
Dear Shareholders:
We are pleased to send you this prospectus describing the Dividend
Reinvestment and Stock Purchase Plan of Eastern Virginia Bankshares, Inc. The
Plan offers our shareholders the opportunity to purchase shares of our common
stock with automatically reinvested dividends and additional cash payments,
without payment of brokerage commissions, fees or service charges.
Shares of common stock purchased with reinvested dividends and cash
payments will be purchased either from us at the market value determined by the
Plan, in the open market or in privately negotiated transactions. Dividends will
be reinvested when paid by us, and shareholders who choose to participate in the
Plan must participate with respect to all shares registered in their names. In
addition, shares may be purchased with optional cash payments. As long as you
are automatically reinvesting your dividends in the Plan, you may make optional
cash payments at any time, but these payments may not be less than $500 per
payment or total more than $5,000 per calendar quarter. We pay all brokerage
commissions, fees, service charges and other expenses in connection with the
Plan.
You may enroll in the Plan at any time by completing an Authorization
Card and returning it to Southside Bank, the Plan's administrator.
If you choose not to participate in the Plan, you will continue to
receive cash dividends, when and if declared by our Board of Directors. The Plan
does not represent a change in our dividend policy or a guaranty of future
dividends. The declaration of dividends by our Board of Directors will continue
to depend on earnings, financial requirements and other factors.
We are offering shares of our common stock under this prospectus only
to residents of Virginia and other states where the shares that we are offering
have been registered under applicable securities laws or where an exemption from
registration exists.
A listing of those states is available from us or the Plan's administrator upon
request.
Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense
This prospectus describes the Plan as currently in effect, and you are
urged to read it carefully before deciding whether to participate.
THOMAS M. BOYD, JR.
President and Chief Executive Officer
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Our corporate headquarters are located at 307 Church Lane in
Tappahannock, Virginia 22560, and our telephone number is (804) 443-4333.
Eastern Virginia Bankshares, Inc., which we will refer to as we, us or
our, is subject to the information requirements of the Securities Exchange Act
of 1934, as amended, and we file annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document that we file at the SEC's public reference
room facility located at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the SEC's regional offices at 7 World Trade Center, 13th Floor, Suite 1300, New
York, New York 10048 and Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. The SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding issuers, including Eastern Virginia Bankshares,
Inc., that file documents with the SEC electronically through the SEC's
electronic data gathering, analysis and retrieval system known as EDGAR.
Our common stock is traded on the Nasdaq SmallCap Market under the
symbol "EVBS." Our reports, proxy and information statements may also be
reviewed at the offices of the National Association of Securities Dealers, Inc.,
1735 K Street, N.W., Washington D.C. 20006.
This prospectus is part of a registration statement filed by us with
the SEC. Because the rules and regulations of the SEC allow us to omit certain
portions of the registration statement from this prospectus, this prospectus
does not contain all the information set forth in the registration statement.
You may review the registration statement and the exhibits filed with such
registration statement for further information regarding us and the shares of
our common stock being sold by this prospectus. The registration statement and
its exhibits may be inspected at the public reference facilities of the SEC at
the addresses set forth above.
INCORPORATION OF INFORMATION THAT WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" information we file
with the SEC. This means:
o incorporated documents are considered part of this prospectus;
and
o we can disclose important information to you by referring you
to those documents.
We incorporate by reference the documents listed below which have been
filed with the SEC:
o Our Annual Report on Form 10-K for the year ended December 31,
1998.
o Our Quarterly Report on Form 10-Q for the three months ended
March 31, 1999.
o The description of our common stock contained in a
registration statement on Form 8-A, dated December 29, 1997.
2
<PAGE>
We also incorporate by reference all documents filed with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this prospectus and prior to the termination of this
offering.
We will promptly provide, without charge to you, upon written or oral
request, a copy of any or all of the documents incorporated by reference in this
prospectus, other than exhibits to those documents, unless the exhibits are
specifically incorporated by reference in those documents. Requests should be
directed to:
Ned Stephenson
Chief Financial Officer
Eastern Virginia Bankshares, Inc.
P. O. Box 1005
Tappahannock, Virginia 22560-1005
Telephone: (804) 443-4333
Facsimile: (804) 443-1271
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. No one else is authorized to
provide you with different information. We are not making an offer of shares of
our common stock in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any supplement is accurate as
of any date other than the date on the front of those documents because our
financial condition and results may have changed since that date.
3
<PAGE>
DESCRIPTION OF THE PLAN
The following, in question and answer form, describes the provisions of
the Plan. Those holders of shares of our common stock who do not wish to
participate in the Plan will receive cash dividends by check, if and when
declared by our Board of Directors.
Purpose and Advantages
----------------------
1. What is the purpose of the Plan?
The purpose of the Plan is to provide eligible shareholders with a
means of investing cash dividends and additional cash payments in shares of our
common stock, without payment of brokerage commissions, service charges or other
expenses. In the case of shares purchased directly from us, we will receive
additional funds for our general corporate purposes.
2. What are the advantages of the Plan?
Participants in the Plan may:
o Reinvest all of their dividends and invest optional cash
payments without brokerage commissions or other charges.
o Avoid safekeeping requirements and record-keeping costs
through the free custodial service and reporting provisions of
the Plan.
Participation
-------------
3. Who is eligible to participate?
Any record holder of shares of our common stock is eligible to
participate in the Plan. A holder of record is a person who owns shares of our
common stock registered in his or her name on our records. A shareholder must
participate with respect to all of the shares of common stock registered in his
or her name. A shareholder whose stock is registered in the name of a broker or
other nominee must first become a holder of record by having his or her shares
transferred into his or her own name in order to participate in the Plan.
4. How does an eligible shareholder become a Participant?
An eligible shareholder may join the Plan by signing the Authorization
Card and returning it to the Plan's administrator. An Authorization Card may be
obtained at any time by request to the Plan's administrator or to us. (See
Question #8 on page 5 for the address of the Plan's administrator.)
5. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time.
4
<PAGE>
If an Authorization Card specifying reinvestment of dividends is
received by the Plan's administrator on or before the record date established
for payment of a particular dividend, reinvestment will start with that dividend
payment. If the Authorization Card is received after the record date established
for payment of a particular dividend, the reinvestment of dividends will begin
with the next dividend. (See Question #13 on page 7 for information concerning
the investment of optional cash payments.)
6. What does the Authorization Card provide?
The Authorization Card allows you to indicate that you wish to
participate in the Plan.
Dividends on all shares purchased for your account under the Plan,
whether through dividend reinvestment or optional cash payments, will be
automatically reinvested in additional shares of our common stock, unless the
shares are withdrawn from the Plan. (See Questions #17 and 18 on page 8 for
further information.
7. May a Participant elect to participate in the optional cash
payment feature after initial enrollment?
Yes. If a Participant initially elects to participate through the
reinvestment of dividends, and later decides to participate also in the optional
cash payment feature, the Participant may do so. (See Question #13 on page 7 for
information on how to make optional cash payments.)
Administration
--------------
8. Who administers the Plan for Participants?
Southside Bank administers the Plan for Participants, arranges for the
custody of share certificates, keeps records, sends statements of account to
Participants and performs other duties relating to the Plan. All correspondence
relating to the Plan should include your account number and should be addressed
as follows:
Southside Bank
Stock Transfer Department
307 Church Lane
P.O. Box 1005
Tappahannock, VA 22650-1005
You can call the Plan's administrator at (804) 443-4333 if you have any
questions.
(See Question #25 on page 10 for additional information regarding the
responsibilities of the Plan's administrator.) Other inquiries regarding Eastern
Virginia Bankshares, Inc. should be directed to Ned Stephenson, Chief Financial
Officer, Eastern Virginia Bankshares, Inc. P.O. Box 1005, Tappahannock, Virginia
22560-1005.
5
<PAGE>
Costs
-----
9. Are there any expenses to Participants in connection with
purchases under the Plan?
No. Participants will not incur any brokerage commissions or service
charges when purchasing shares under the Plan. We will pay all costs of
administration of the Plan. (See Question #19 on page 8 concerning Participant
expenses for the liquidation of fractional interests.)
Purchase of Shares
------------------
10. How many shares of our common stock will be purchased for
Participants?
If you become a Participant in the Plan, the number of shares that we
will purchase for your account depends on the amount of your dividends and your
optional cash payments and the market price of shares of our common stock. Your
account will be credited with that number of shares, including fractional
interests computed to four decimal places, equal to the total amount to be
invested, divided by the applicable purchase price per share. (See Question #11
on page 6 for an explanation of the purchase price.)
11. When and at what price will shares of our common stock be
purchased under the Plan?
Purchases with reinvested dividends and optional cash payments will be
made on the applicable dividend record date and delivered to the participant on
the applicable dividend payment date. Participants will become owners of the
shares purchased for them under the Plan on the date that the shares are
purchased; however, for federal income tax purposes, the holding period will
commence on the following day. (See Question #21 on page 9 for an explanation of
federal income tax consequences.)
At our option, shares of our common stock will be purchased either from
us, in the open market or in privately negotiated transactions. The purchase
price of shares of our common stock purchased directly from us with reinvested
dividends or optional cash payments will be determined by taking 100% of the
average of the last sales prices of the shares of our common stock, as reported
on the Nasdaq SmallCap Market or other authoritative sources, for the preceding
three days in which trades of the shares of our common stock took place before
the applicable record date. If that information is not available within the 30
day period immediately preceding the record date, we will use the average of the
bid and asked prices of the shares of our common stock on the day before the
applicable record date. Shares of our common stock purchased with reinvested
dividends or optional cash payments in the open market will be purchased at the
market price on the applicable dividend record date.
No purchases may be made directly from us if the purchase price per
share is less than the par value of shares of our common stock, $2.00 per share.
In that event, any optional cash payments received or any dividends payable, and
not previously invested, will be used to purchase shares of our common stock in
the open market.
12. Will certificates be issued for shares of our common stock
purchased under the Plan?
Unless requested by a Participant, separate certificates for shares of
our common stock purchased under the Plan will not be issued to Participants.
Certificates for shares purchased will be issued to and held by the Plan's
administrator in book-entry form for the benefit of the Plan's Participants. The
number of shares purchased for your account under the Plan will be shown on your
statement of account. This feature protects against loss, theft or destruction
of stock certificates.
6
<PAGE>
Certificates for any number of whole shares credited to a Participant's
account under the Plan will be issued without charge upon the Participant's
written request. Any remaining full shares and fractional interests will
continue to be credited to the Participant's account. Certificates representing
fractional interests will not be issued under any circumstances. (See Question
#18 on page 8 for instructions on certificate issuance.)
13. Who will be eligible to make optional cash payments?
Eligible shareholders who are reinvesting all of their dividends and
who have submitted a signed Authorization Card are eligible to make optional
cash payments under the Plan at any time. Except as provided in the following
sentence, we will apply any optional cash payment received from a Participant on
or before a record date to the purchase of shares of our common stock for the
account of the Participant. Optional cash payments received after a record date
may be held for investment on the next record date.
An initial optional cash payment may be made by a Participant when
enrolling in the Plan by enclosing a check or money order with the Authorization
Card. Checks or money orders for optional cash payments to be invested pursuant
to the Plan should be made payable to "Southside Bank, Administrator" and
returned along with the Authorization Card in the envelope provided. As long as
the Participant continues to reinvest his or her dividends, the Participant may
make optional cash payments at any time by sending them to the Plan's
administrator at the address set forth in Question #8 on page 5.
Please include your Plan account number on your check or money order.
No interest will be paid on any optional cash payments. A Participant may have
his or her cash payment returned without investment in the Plan by written
request delivered to the Plan's administrator before the record date.
14. What are the limitations on making optional cash payments?
A Participant must be reinvesting his or her dividends in order to make
optional cash payments. The same amount of money need not be sent each quarter,
and you are under no obligation to make an optional cash payment in any quarter.
Any optional cash payments that you wish to make, however, must not be less than
$500 per payment and payments on behalf of any owner must not total more than
$5,000 in any calendar quarter. We reserve the right, in our sole discretion, to
determine who is an owner for purposes of the foregoing restrictions and,
without limitation, to determine whether optional cash payments on behalf of any
particular owner total more than $5,000 in any calendar quarter.
Reports to Participants
-----------------------
15. What kind of reports will be sent to Participants in the Plan?
As soon as practicable after each purchase, a Participant will receive
a report of all transactions since the last report. The report will include a
statement of the number of shares allocated to the Participant's account, the
amount of dividends received that are allocable to the Participant, the amount
of shares of our common stock purchased and the price paid. These reports will
provide a record of the cost of purchase under the Plan and should be retained
for tax purposes. In addition, each Participant will receive copies of our
annual and quarterly reports to shareholders, proxy statements and information
for income tax reporting purposes.
7
<PAGE>
Dividends
---------
16. Will Participants be credited with dividends on shares held in
their accounts under the Plan?
Yes. The Plan's administrator will receive dividends for all shares
held in the Plan on a dividend record date and will credit those dividends to
Participants' accounts on the basis of full shares and fractional interests
credited to those accounts.
The dividends will be automatically reinvested in additional shares of our
common stock.
Discontinuation of Dividend Reinvestment
----------------------------------------
17. How does a Participant discontinue the reinvestment of
dividends under the Plan?
A Participant may discontinue the reinvestment of dividends under the
Plan by notifying the Plan's administrator in writing. Any notice of withdrawal
received after a dividend record date will not be effective until dividends paid
for that record date have been reinvested and the shares purchased have been
credited to the Participant's Plan account. The discontinuance of the
reinvestment of dividends will result in the Participant's complete withdrawal
from the Plan, and the Participant will not be permitted to make any further
optional cash payments.
Withdrawal of Shares in Plan Accounts
-------------------------------------
18. How may a Participant withdraw shares purchased under the
Plan?
A Participant who has purchased shares of our common stock under the
Plan may withdraw all of his or her shares from his or her Plan account by
notifying the Plan's administrator in writing. This notice should be mailed to
the Plan's administrator at the address set forth in Question #8 on page 5
above. A Participant may not withdraw less than all of his or her shares from
the Plan.
A Participant who changes his or her place of residence must promptly
notify the Plan's administrator of the change of address. (See Question #25 on
page 10 below.) If a Participant moves to a state where the shares offered
pursuant to the Plan are not registered or exempt from registration under
applicable securities law, that Participant will be deemed to have withdrawn
from the Plan as to all shares held by the Participant in the Plan.
Certificates for whole shares of our common stock withdrawn from the
Plan will be registered in the name of, and issued to, the Participant.
Certificates representing fractional interests will not be issued, and the Plan
will not sell any shares of common stock for the Participant. Any notice of
withdrawal received after a dividend record date will not be effective until
dividends paid for that record date have been reinvested and the shares credited
to the Participant's Plan account.
19. What happens to any fractional interest when a Participant
withdraws all shares from the Plan?
Participants will not receive a payment for any fractional interest in
the Plan.
8
<PAGE>
20. What happens to a Participant's Plan account if all shares in
the Participant's own name are transferred or sold?
If you dispose of all shares of our common stock registered in your own
name, the Plan's administrator will continue to reinvest the dividends on the
shares held in your Plan account, unless you also withdraw or sell all shares
held in your account under the Plan,.
Federal Income Tax Consequences
-------------------------------
21. What are the federal income tax consequences of participation
in the Plan?
The Plan does not offer a discount for purchases of shares of our
common stock with reinvested dividends. In the absence of a discount feature,
the Internal Revenue Service has ruled that shareholders participating in
dividend reinvestment plans are treated for federal income tax purposes as
having received the full amount of the cash distribution that was payable, even
though the shareholder received no cash, but instead received credit for stock
of equivalent value.
To the extent distributions by us to our shareholders are treated as
made from our earnings and profits, the distributions will be dividends taxable
as ordinary income. At the present time, we expect to have sufficient earnings
and profits so that participating shareholders can expect that the full amount
of any distribution under the Plan will be taxable as a dividend.
In the case of corporate shareholders, the full amount of dividends
reinvested will be eligible for the dividends-received deduction available under
the Internal Revenue Code.
In the case of foreign shareholders whose taxable income under the Plan
is subject to federal income tax withholding and in the case of any other
shareholders as to whom federal income tax withholding on dividends is required,
we will make dividend reinvestment net of the amount of tax required to be
withheld.
The tax basis of any shares acquired through the Plan will be the
purchase price on the applicable purchase date. The holding period for shares
acquired through the Plan will begin on the day after the purchase date.
Participants should consult their own tax advisors as to the tax
consequences of Plan transactions. Certain tax information will be provided to
Participants by the Plan's administrator as described in Question #15 on page 7
above.
Other Information
-----------------
22. What happens if we have a common stock rights offering, issue
a stock dividend or declare a stock split?
Participation in any rights offering will be based upon both the shares
registered in Participants' names and the shares (including fractional
interests) credited to Participants' Plan accounts. Any stock dividend or share
resulting from stock splits with respect to full shares and fractional interests
credited to Participants' accounts will be added to their accounts. Any
securities other than shares of our common stock or rights to subscribe for
securities other than shares of our common stock received in respect of the
shares held in the accounts of Participants will be distributed by the Plan's
administrator to the Participants and will not become part of the Plan.
9
<PAGE>
23. How will a Participant's Plan shares be voted at a meeting of
shareholders?
All shares of our common stock credited to your account under the Plan
will be voted as you direct. If on the record date for a meeting of shareholders
there are shares credited to your account under the Plan, you will be sent the
proxy material for that meeting. When you return an executed proxy, it will be
voted with respect to all shares credited to you. Or, if you elect, you may
direct the vote of all of your shares in person at the shareholders' meeting.
24. What procedures should be followed to sell or pledge shares
held in the Plan?
A Participant who wishes to sell or pledge shares from his or her
account must request the withdrawal of such shares as described in Question #18
on page 8 above.
25. What is the responsibility of the Plan's administrator?
The Plan's administrator receives the Participants' dividend payments,
invests the amounts in additional shares of our common stock, maintains
continuing records of each Participant's account, and advises Participants as to
all transactions in and the status of their accounts. The Plan's administrator
acts in the capacity of agent for the Participants.
All notices from the Plan's administrator to a Participant will be
addressed to the Participant at his or her last address of record with the
Plan's administrator. The mailing of a notice to a Participant's last address of
record will satisfy the Plan's administrator's duty of giving notice to that
Participant. Participants must promptly notify the Plan's administrator of any
change of address.
The Plan's administrator, a Participant's nominee or nominees, and we
will not have any responsibility for acts taken or not taken in connection with
the Plan, including, for example, any claim for liability arising out of failure
to terminate a Participant's account upon the Participant's death or adjudicated
incompetency prior to receipt of notice in writing of such death or adjudicated
incompetency. In addition, these parties will not have any duties,
responsibilities or liabilities except for those that the Plan expressly
provides for.
The Participant should recognize that neither we nor the Plan's
administrator can provide any assurance that shares purchased under the Plan
will be worth, at any particular time, more or less than their purchase price.
All transactions in connection with the Plan, including the optional
cash payments feature, shall be governed by the laws of the Commonwealth of
Virginia.
26. May the Plan be changed or discontinued?
While we hope to continue a dividend reinvestment and stock purchase
plan indefinitely, our Board of Directors reserves the right to suspend or
terminate the Plan at any time. It also reserves the right to make modifications
to the Plan. Participants will be notified of any suspension, termination or
modification. We also may adopt reasonable procedures for the administration of
the Plan.
10
<PAGE>
USE OF PROCEEDS
We do not know the number of shares of our common stock that ultimately
will be purchased under the Plan or the prices at which shares will be sold. The
net proceeds from the sale of shares of our common stock offered under the Plan
will be added to our general funds and used for general corporate purposes.
INDEMNIFICATION
Our Articles of Incorporation, as well as the statutes of the
Commonwealth of Virginia, contain provisions providing for the indemnification
of our directors and officers against certain liabilities, including liabilities
arising under the Securities Act of 1933, as amended.
To the extent that indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the provisions, or otherwise, we have been informed that in
the opinion of the Securities and Exchange Commission that indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
EXPERTS
The consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 1998, which we have incorporated by
reference into this prospectus, have been audited by Yount, Hyde & Barbour,
P.C., independent auditors, as stated in their report included in the Annual
Report, and have been incorporated by reference in reliance upon such report
given upon the authority of that firm as experts in accounting and auditing.
Documents that we have not yet filed and that we have incorporated by
reference into this prospectus will include financial statements, related
schedules (if required) and auditors' reports. Those financial statements and
schedules will have been audited to the extent and for the periods set forth in
those reports by the firm or firms rendering the reports, and, to the extent so
audited and consent to incorporation by reference is given, will be incorporated
by reference in reliance upon those reports given upon the authority of the firm
or firms as experts in accounting and auditing.
LEGAL OPINION
Williams, Mullen, Christian & Dobbins, P.C. will pass upon the validity
of the shares of our common stock to be issued by us pursuant to the Plan.
11
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
===================================================== =====================================================
We have not authorized any dealer,
salesperson or other person to give any
information or to represent anything not
contained in this prospectus. You must not rely
on any unauthorized information or
representations. This prospectus is an offer to
sell only the securities offered hereby, but
only in the jurisdictions where it is lawful to
do so. The information contained in this
prospectus is current only as of June 3, 1999.
[LOGO]
---------------------------
Table of Contents
Page
DIVIDEND REINVESTMENT AND
Where You Can Find More Information................2 STOCK PURCHASE PLAN
Incorporation of Information that We File
with the SEC....................................2
Description of the Plan
Purpose and Advantages........................4
Participation.................................4 75,000 Shares
Administration................................5
Costs.........................................6 Common Stock
Purchase of Shares............................6
Reports to Participants.......................7
Dividends.....................................8 ($2.00 Par Value)
Discontinuation of Dividend
Reinvestment................................8
Withdrawal of Shares in Plan
Accounts....................................8
Federal Income Tax Consequences...............9 __________________
Other Information.............................9
Use of Proceeds....................................11 PROSPECTUS
Indemnification....................................11 __________________
Experts............................................11
Legal Opinion......................................11
Dated June 3, 1999
===================================================== =====================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee*.....................$355.00
Printing Expenses.........................................................900.00
Accounting Fees and Expenses............................................1,000.00
Legal Fees and Expenses.................................................5,000.00
Miscellaneous Expenses..................................................1,000.00
--------
Total.........................................................$8,255.00
========
- - ------------
* Represents actual expenses. All other expenses are estimates.
Item 15. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia permits a
Virginia corporation to indemnify any director or officer for reasonable
expenses incurred in any legal proceeding in advance of final disposition of the
proceeding, if the director or officer furnishes the corporation a written
statement of his good faith belief that he has met the standard of conduct
prescribed by the Code, and a determination is made by the board of directors
that such standard has been met. In a proceeding by or in the right of the
corporation, no indemnification shall be made in respect of any matter as to
which an officer or director is adjudged to be liable to the corporation, unless
the court in which the proceeding took place determines that, despite such
liability, such person is reasonably entitled to indemnification in view of all
the relevant circumstances. In any other proceeding, no indemnification shall be
made if the director or officer is adjudged liable to the corporation on the
basis that personal benefit was improperly received by him. Corporations are
given the power to make any other or further indemnity, including advancement of
expenses, to any director or officer that may be authorized by the articles of
incorporation or any bylaw made by the shareholders, or any resolution adopted,
before or after the event, by the shareholders, except an indemnity against
willful misconduct or a knowing violation of the criminal law. Unless limited by
its articles of incorporation, indemnification of a director or officer is
mandatory when he entirely prevails in the defense of any proceeding to which he
is a party because he is or was a director or officer.
Article III of the Registrant's Articles of Incorporation contains
provisions indemnifying the directors and officers of the Registrant to the full
extent permitted by Virginia law.
II-1
<PAGE>
Item 16. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Articles of Incorporation of Eastern Virginia Bankshares, Inc.,
filed as Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997, filed by the Registrant
on March 30, 1998, File No. 000-23565, and incorporated herein by
reference.
4.2 Bylaws of Eastern Virginia Bankshares, Inc., filed as Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, filed by the Registrant on March 30, 1998, File
No. 000-23565, and incorporated herein by reference.
4.3 Dividend Reinvestment and Stock Purchase Plan of Eastern Virginia
Bankshares, Inc. (set forth in full under the heading "Description
of Plan" in the Prospectus).
5 Opinion of Williams, Mullen, Christian & Dobbins, P.C.
23.1 Consent of Williams, Mullen, Christian & Dobbins, P.C. (included
in Exhibit 5).
23.2 Consent of Yount, Hyde & Barbour, P.C.
99.1 Authorization Card.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933, as amended;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
II-2
<PAGE>
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended,
each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended), that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Essex, Commonwealth of Virginia, on
June 1, 1999.
EASTERN VIRGINIA BANKSHARES, INC.
By /s/ Thomas M. Boyd, Jr.
-----------------------------------
Thomas M. Boyd, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas M. Boyd, Jr. President, Chief Executive
- - --------------------------------------------- Officer and Director June 1, 1999
Thomas M. Boyd, Jr. (Principal Executive Officer)
/s/ Thomas E. Stephenson Chief Financial Officer
- - --------------------------------------------- (Principal Financial and May 28, 1999
Thomas E. Stephenson Accounting Officer)
/s/ W. Rand Cook Director June 1, 1999
- - ---------------------------------------------
W. Rand Cook
/s/ Robert L. Covington Director June 1, 1999
- - ---------------------------------------------
Robert L. Covington
/s/ L. Edelyn Dawson, Jr. Director June 2, 1999
- - ---------------------------------------------
L. Edelyn Dawson, Jr.
/s/ F. L. Garrett, III Director June 1, 1999
- - ---------------------------------------------
F. L. Garrett, III
<PAGE>
Signature Title Date
--------- ----- ----
/s/ F. Warren Haynie, Jr. Director June 1, 1999
- - ---------------------------------------------
F. Warren Haynie, Jr.
/s/ Eric A. Johnson Director June 2, 1999
- - ---------------------------------------------
Eric A. Johnson
Director
- - ---------------------------------------------
William L. Lewis
/s/ Lewis R. Reynolds Director June 1, 1999
- - ---------------------------------------------
Lewis R. Reynolds
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
4.1 Articles of Incorporation of Eastern Virginia Bankshares, Inc.,
filed as Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997, filed by the
Registrant on March 30, 1998, File No. 000-23565, and
incorporated herein by reference.
4.2 Bylaws of Eastern Virginia Bankshares, Inc., filed as Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997, filed by the Registrant on March 30,
1998, File No. 000-23565, and incorporated herein by reference.
4.3 Dividend Reinvestment and Stock Purchase Plan of Eastern
Virginia Bankshares, Inc. (set forth in full under the heading
"Description of Plan" in the Prospectus).
5 Opinion of Williams, Mullen, Christian & Dobbins, P.C.
23.1 Consent of Williams, Mullen, Christian & Dobbins, P.C. (included
in Exhibit 5).
23.2 Consent of Yount, Hyde & Barbour, P.C.
99.1 Authorization Card.
Exhibit 5
[WILLIAMS, MULLEN, CHRISTIAN & DOBBINS LETTERHEAD]
June 3, 1999
Board of Directors
Eastern Virginia Bankshares, Inc.
307 Church Lane
Tappahannock, Virginia 22560
Re: Dividend Reinvestment and Stock Purchase Plan
Ladies and Gentlemen:
This letter is in reference to the Registration Statement on Form S-3
(the "Registration Statement") to be filed by Eastern Virginia Bankshares, Inc.
(the "Company") with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended. The Registration Statement relates to 75,000
shares of common stock, par value $2.00 per share (the "Shares"), which Shares
are proposed to be offered from time to time pursuant to the terms of the
Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan").
We have examined such corporate proceedings, records and documents as
we considered necessary for the purposes of this opinion.
Based upon such examination, it is our opinion that the aforementioned
Shares, when issued pursuant to the Registration Statement and the terms of the
Plan, will be legally issued, fully paid and nonassessable under the laws of the
Commonwealth of Virginia.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the "Legal Opinion"
section of the Registration Statement.
Very truly yours,
WILLIAMS, MULLEN, CHRISTIAN &
DOBBINS
By: _______________________________
Exhibit 23.2
[YOUNT, HYDE & BARBOUR LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the inclusion in the Form S-3 Registration Statement for
Eastern Virginia Bankshares, Inc. of our report, dated January 7, 1999, on the
consolidated financial statements of Eastern Virginia Bankshares, Inc. for the
year ended December 31, 1998, and to the reference to our firm in the "Experts"
section of the Form S-3 Registration Statement.
/s/ Yount, Hyde & Barbour, P.C.
Winchester, Virginia
June 3, 1999
Exhibit 99.1
RETURN THIS CARD ONLY IF YOU WISH TO PARTICIPATE IN THE PLAN
Eastern Virginia Bankshares, Inc.
Dividend Reinvestment and Stock Purchase Plan
Authorization Card
To Join the Plan:
(1) Complete this card. Be sure to include the signatures of all
account owners.
(2) Return the card to the Administrator.
I/we wish to participate in the Eastern Virginia Bankshares, Inc.
("EVB") Dividend Reinvestment and Stock Purchase Plan (the "Plan"). I/we
represent that we are bona fide residents of the state indicated in the mailing
address set forth on the reverse side of this card.
I/we hereby appoint Southside Bank (the "Administrator") or any
successor, to receive cash dividends that may thereafter become payable to me/us
on shares of common stock of EVB registered in my/our name(s) as set forth
below, and authorize the Administrator to apply such dividends together with any
optional cash investments I/we may properly make under the Plan, to the purchase
of full shares and fractional interest in shares of EVB's common stock. I/we
understand that the purchases will be made under the terms and conditions of the
Plan as described in the prospectus and that I/we may revoke this authorization
by notifying the Administrator in writing, of my/our desire to terminate my/our
participation. I/we understand that my revocation of authorization shall become
effective in accordance with the terms of the Plan.
_
|_| Yes, I want full dividend reinvestment on all shares of common stock
held in my/our name(s).
_________________________________________________
Signature(s)
_________________________________________________
Signature(s)
[Address Label]
____________ __________________________________
Date Social Security or Tax I.D. No.
