As filed with the Securities and Exchange Commission on April 10, 2000.
Registration No. 333-33026
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Amendment No. 1
to
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)
Ned Stephenson
Chief Financial Officer
Eastern Virginia Bankshares, Inc.
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, Clark & 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. [ ]
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. [ x ]
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. [ ]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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<PAGE>
Subject to Completion - April __, 2000
PROSPECTUS
125,000 Shares
EASTERN VIRGINIA BANKSHARES, INC.
Common Stock
Eastern Virginia Bankshares, Inc. owns and operates Southside Bank,
which has nine banking offices, and Bank of Northumberland, Incorporated, which
has three banking offices. We are in the process of opening a third bank, which
will be named Hanover Bank. We are offering 125,000 shares of our common stock
to individuals and businesses we identify as prospective customers of Hanover
Bank. Our common stock is traded on the Nasdaq SmallCap Market under the symbol
"EVBS." On April 7, 2000, the closing sale price for our common stock was
$13.50.
Investing in our common stock involves risks. You should read the "Risk
Factors" section beginning on page 7 before investing.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the common stock or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
In addition, shares of our common stock are not deposits or accounts
and are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency.
Price to Public Proceeds to Us
---------------------------------------
Per Share..................... $ $
Total......................... $ $
This is a best efforts offering, which means that we are not required
to sell any specific number of shares or dollar amount of common stock in this
offering. We have not determined the date that the offering will end and have
not made any arrangements to place funds received from investors in an escrow,
trust or similar account.
The date of this prospectus is April ___, 2000.
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
TABLE OF CONTENTS
Page
About this Prospectus.........................................................2
Where You Can Find More Information...........................................2
Incorporation of Information That We File With the SEC........................3
Prospectus Summary............................................................4
Summary Financial Information.................................................6
Risk Factors..................................................................7
Use of Proceeds...............................................................9
Determination of Offering Price...............................................9
Plan of Distribution..........................................................9
Description of Capital Stock..................................................9
Indemnification..............................................................10
Legal Matters................................................................10
Experts......................................................................10
ABOUT THIS PROSPECTUS
You should only rely on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. We are offering to sell, and seeking offers
to buy, shares of our common stock only in jurisdictions where offers and sales
are permitted. The information contained in this prospectus is accurate only as
of the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of common stock.
In this prospectus, we frequently use the terms "we" and "Eastern
Virginia Bankshares" to refer to Eastern Virginia Bankshares, Inc. To understand
the offering fully and for a more complete description of the offering you
should read this entire document carefully, including particularly the "Risk
Factors" section.
WHERE YOU CAN FIND MORE INFORMATION
Our corporate headquarters are located at 307 Church Lane in
Tappahannock, Virginia 22560-1005, and our telephone number is (804) 443-4333.
Our web site address is http://www.evb.org.
We are 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, NW, Washington, D.C. 20549
and at the SEC's regional offices at 7 World Trade Center, Suite 1300, New York,
New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
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, 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, NW, Washington, D.C. 20006.
2
<PAGE>
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 locations described 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,
1999.
o The description of our common stock under the caption "Item 1.
Description of Registrant's Securities to be Registered" in our
Registration Statement on Form 8-A filed pursuant to Section 12(g)
under the Exchange Act, and any amendment or report filed for the
purpose of updating such description.
We also incorporate by reference all documents filed with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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:
Chief Financial Officer
Eastern Virginia Bankshares, Inc.
307 Church Lane
P. O. Box 1005
Tappahannock, Virginia 22560-1005
Telephone: (804) 443-4333
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>
PROSPECTUS SUMMARY
This prospectus summary calls your attention to selected information in
this document, but may not contain all the information that is important to you.
Our Company
Eastern Virginia Bankshares, Inc. was formed in 1997 to acquire
Southside Bank and Bank of Northumberland. Southside Bank, which opened for
business in 1910, has banking offices in Essex, King William, Middlesex,
Caroline, Gloucester, and Hanover Counties in Virginia. Bank of Northumberland,
which also opened in 1910, operates three offices, all located in Northumberland
County, Virginia. At December 31, 1999, our total assets were $378 million,
deposits were $323 million and our shareholders' equity was $43 million. Our net
income in 1999 was $6.0 million, or $1.17 per share, compared to $5.6 million,
or $1.08 per share, in 1998.
In late 1999, we reached an agreement with individuals in Hanover
County, including Jay T. Thompson, III, to form a new bank. Mr. Thompson had
previously been the Chairman of the Board of a bank named Hanover Bank, which
was acquired by a larger financial institution that decided not to continue
using the name. We have named our new bank Hanover Bank because we think it is
an excellent name with a successful history. We will own all of the stock of
Hanover Bank. In addition to Mr. Thompson, the directors of Hanover Bank are
Roger P. Burcham, Michael E. Fiore, William E. Martin, Jr., John T. Wash and W.
Rand Cook. Mr. Wash also was a director of the former Hanover Bank. Mr. Cook was
a director of Southside Bank from 1996 until his recent election to the board of
Hanover Bank, and he has served as a director of Eastern Virginia Bankshares
since it was formed in 1997.
We will fund the initial capitalization for Hanover Bank to facilitate
a prompt commencement of operations at that bank in the second quarter of 2000.
To date, two officers of Hanover Bank, William E, Martin, Jr. and William
Stegeman, have been hired to serve as Chief Executive Officer and Chief
Financial Officer, respectively, of Hanover Bank. Additional officers and staff
members will be employed as needed.
Hanover Bank plans on offering traditional retail banking services to
persons primarily in Hanover County and contiguous counties, and the city of
Richmond. Loan and deposit products will be similar to those of Southside Bank
and Bank of Northumberland, with particular emphasis on individual customer
service.
Hanover Bank's main office will be at 8071 Mechanicsville Pike,
Mechanicsville, Virginia. Additionally, we will transfer the assets and
liabilities of Southside Bank's office in Hanover County to Hanover Bank.
The Offering
<TABLE>
<CAPTION>
<S> <C>
Common Stock Offered................................. 125,000 shares
Minimum Purchase..................................... 100 shares
Maximum Purchase..................................... 500 shares
Common Stock Outstanding
After the Offering................................... 5,069,383 shares
4
<PAGE>
Reasons for the Offering............................. We are not offering our shares because we need to raise
capital. Instead, the reason for this offering is to
stimulate interest in Hanover Bank by prospective
customers.
Use of Proceeds...................................... We intend to use the net proceeds for general corporate
purposes, including providing additional equity capital
to Southside Bank , Bank of Northumberland and Hanover
Bank to support future growth.
Dividends............................................ Our annualized dividend is currently $0.52 per share,
based on our first quarter 2000 dividend of $0.13 per
share.
Nasdaq SmallCap
Market Symbol........................................ EVBS
</TABLE>
5
<PAGE>
SUMMARY FINANCIAL INFORMATION
(in thousands, except ratios and per share amounts)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
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INCOME STATEMENT DATA: 1999 1998 1997 1996 1995
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<S> <C> <C> <C> <C> <C>
Interest income $ 27,637 $ 26,670 $ 25,093 $ 23,204 $ 21,821
Interest expense 11,867 11,846 11,144 10,360 10,315
------------ ------------ ------------ ------------ -------------
Net interest income 15,770 14,824 13,949 12,844 11,506
Provision for loan losses 510 449 412 437 575
------------ ------------ ------------ ------------ -------------
Net interest income after provision for loan losses 15,260 14,375 13,537 12,407 10,931
Noninterest income 1,799 1,764 1,469 1,330 1,294
Securities gains (losses) (76) 8 (28) (52) (9)
Noninterest expense 8,813 8,442 7,705 6,931 6,774
------------ ------------ ------------ ------------ -------------
Income before income taxes 8,170 7,705 7,273 6,754 5,442
Income taxes 2,210 2,088 1,965 1,710 1,317
------------ ------------ ------------ ------------ -------------
Net Income $ 5,960 $ 5,617 $ 5,308 $ 5,044 $ 4,125
============ ============ ============ ============ =============
PER SHARE DATA:
- ------------------------------------------------------------------------------------------------------------------------------------
Net Income, basic and assuming dilution $ 1.17 $ 1.08 $ 1.02 $ 0.97 $ 0.79
Cash dividends 0.48 0.44 0.34 0.31 0.25
Book value at period end 8.50 8.22 7.57 6.84 6.23
BALANCE SHEET DATA:
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Assets 377,839 347,995 323,430 308,724 286,734
Loans, net of unearned income 273,858 239,664 227,981 206,343 192,894
Securities 88,076 81,333 78,098 82,862 72,708
Deposits 322,647 304,330 280,882 269,903 251,612
Shareholders' equity 42,795 42,257 39,265 35,457 32,393
Average shares outstanding 5,092 5,179 5,188 5,177 5,191
PERFORMANCE RATIOS:
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Return on average assets 1.64% 1.66% 1.68% 1.72% 1.48%
Return on average equity 13.95% 13.56% 13.97% 14.57% 13.20%
Dividend payout 41.08% 40.52% 32.78% 31.91% 31.70%
Efficiency (1) 47.83% 48.45% 47.26% 46.04% 49.79%
Average equity to average assets 11.78% 12.26% 12.01% 11.79% 11.23%
ASSET QUALITY RATIOS:
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Allowance for loan losses to period end loans 1.52% 1.61% 1.70% 1.77% 1.98%
Allowance for loan losses to nonaccrual loans 227.99% 237.39% 127.99% 94.11% 92.75%
Nonperforming assets to period end loans and foreclosed properties 0.75% 0.79% 1.36% 2.00% 2.44%
Net charge-offs to average loans 0.08% 0.20% 0.09% 0.31% 0.19%
CAPITAL AND LIQUIDITY RATIOS:
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Leverage 11.98% 12.39% 12.87% 11.89% 12.24%
Risk-based capital ratios:
Tier 1 capital 17.98% 19.34% 19.30% 19.59% 16.07%
Total capital 19.24% 20.59% 20.56% 20.85% 17.32%
Average loans to average deposits 81.98% 79.23% 79.01% 76.82% 76.84%
</TABLE>
NOTE: THE AMOUNTS PREVIOUSLY REPORTED FOR THE PERIODS HAVE BEEN RETROACTIVELY
RESTATED TO REFLECT THE MERGER OF SOUTHSIDE BANK AND BANK OF
NORTHUMBERLAND TO FORM EASTERN VIRGINIA BANKSHARES AS OF DECEMBER 29,
1997.
(1) EFFICIENCY RATIO IS COMPUTED BY DIVIDING NON-INTEREST EXPENSE BY THE SUM
OF NET INTEREST INCOME ON A TAX-EQUIVALENT BASIS AND NON-INTEREST INCOME,
NET OF SECURITIES GAINS OR LOSSES.
6
<PAGE>
RISK FACTORS
You should carefully consider the risk factors listed below before
investing. These risk factors may adversely affect our financial condition,
including future earnings. You should read this section together with the other
information in this prospectus.
We may not be able to maintain and manage our growth.
During recent years, we have experienced significant growth, and our
business strategy calls for continued expansion. In particular, we intend to use
the funds raised in this offering to support anticipated increases in our loans
and deposits. Our ability to continue to grow depends, in part, upon our ability
to open new branch locations, successfully attract deposits to those locations,
and identify loan and investment opportunities. Our ability to manage growth
successfully also will depend on whether we can efficiently fund our growth and
maintain cost controls and asset quality, as well as on factors beyond our
control, such as economic conditions and interest rate trends. If we are unable
to sustain our growth, our earnings could be adversely affected. If we grow too
quickly, however, and are not able to control costs and maintain asset quality,
rapid growth could adversely affect our financial performance.
Our exposure to credit risk is increased because we focus on commercial and
construction lending.
Our loan portfolio contains a significant amount of commercial loans
and construction loans. Commercial loans and construction loans are riskier than
residential real estate loans. These types of loans also are typically larger
than residential real estate loans and consumer loans. Because our loan
portfolio contains a significant number of commercial loans and construction
loans with relatively large balances, the deterioration of one or a few of these
loans may cause a significant increase in nonperforming loans. An increase in
nonperforming loans would result in a loss of earnings from these loans, an
increase in the provision for loan losses and an increase in loan charge-offs.
We maintain an allowance for loan losses based on, among other things,
historical experience, an evaluation of economic conditions, and regular reviews
of delinquencies and loan portfolio quality. We cannot assure you that
charge-offs in future periods will not exceed the allowance for loan losses or
that additional increases in the allowance for loan losses will not be required.
Additions to the allowance for loan losses would result in a decrease in our net
income and, possibly, our capital.
A loss of senior officers would adversely affect us.
We depend heavily on fewer than five key officers. Many of our
customers bank with us because they have developed confidence in our senior
officers over many years. If we lost these individuals, a substantial loss of
business would be likely. We do not carry key man life insurance on our senior
officers, nor do these officers have covenants not to compete.
Changes in interest rates may adversely affect our earnings and financial
condition.
Our net income depends principally upon our net interest income. Net
interest income is the difference between interest earned on loans, investments
and other interest-earning assets and the interest paid on deposits and borrowed
funds. Changes in interest rates can increase or reduce net interest income and
net income.
7
<PAGE>
Different types of assets and liabilities may react differently, and at
different times, to changes in market interest rates. When interest-bearing
liabilities mature or reprice more quickly than interest-earning assets in a
period, an increase in market rates of interest could reduce net interest
income. When interest-earning assets mature or reprice more quickly than
interest-bearing liabilities, falling interest rates could reduce net interest
income. Changes in market interest rates are affected by many factors beyond our
control, including inflation, unemployment, money supply, international events,
and events in the United States and other financial markets.
We attempt to manage risk from changes in market interest rates, in
part, by controlling the mix of interest rate sensitive assets and interest rate
sensitive liabilities. However, interest rate risk management techniques are not
exact. A rapid increase or decrease in interest rates could adversely affect our
financial performance.
Adverse conditions in our market area may have an adverse effect on us.
The majority of our business is with customers located within
approximately 30 miles from our branch locations. The businesses to whom we make
loans are small and medium sized and are dependent upon the local economy.
Adverse economic and business conditions in our market area could affect our
borrowers, their ability to repay their loans, and consequently our financial
condition and performance.
Competition with other financial institutions could adversely affect our
profitability.
We face substantial competition for loans and deposits. Competition for
loans comes principally from other banks, savings institutions, mortgage banking
companies and other lenders. Some of our competitors enjoy advantages over us
including greater financial resources, a wider geographic presence or more
accessible branch office locations, the ability to offer a wider array of
services, or more favorable pricing alternatives and lower origination and
operating costs. This competition could decrease the number and size of loans
which we make and the interest rate which we receive on these loans.
We compete for deposits with other depository institutions such as
banks, savings institutions and credit unions, as well as institutions offering
uninsured investment alternatives, including money market funds and mutual
funds. These competitors may offer higher interest rates than we do, which could
decrease the deposits that we attract or require us to increase our rates to
attract new deposits. Increased deposit competition could increase our cost of
funds and adversely affect our ability to generate the funds necessary for our
lending operations.
Government regulation significantly affects our business.
The banking industry is extensively regulated. Banking regulations are
intended primarily to protect depositors and the federal deposit insurance
funds, not stockholders. We and our wholly-owned subsidiaries, Southside Bank
and Bank of Northumberland, are subject to regulation and supervision by the
Federal Reserve Bank, the Federal Deposit Insurance Corporation and the Virginia
State Corporation Commission. Regulatory requirements affect our lending
practices, capital level, investment practices, dividend policy and growth. Our
failure to meet minimum capital requirements could result in actions by our
regulators that could adversely affect our ability to pay dividends or otherwise
adversely affect our operations.
8
<PAGE>
USE OF PROCEEDS
We will receive net proceeds of approximately $_____________, after
deduction of expenses of the offering (estimated at $25,000).
We will use the net proceeds from this offering for general corporate
purposes, including providing additional equity capital to Southside Bank,
Hanover Bank, and Bank of Northumberland to support continued asset growth.
DETERMINATION OF OFFERING PRICE
We determined the offering price for the shares of common stock offered
by this prospectus after considering several factors, including recent trading
prices of the common stock, book value per share, earnings per share, historical
results of operations, assessment of our management and financial condition and
market activity of stock for other financial institutions. Because the offering
is expected to take place over a period of several months, the market price for
the common stock could vary during the offering.
PLAN OF DISTRIBUTION
The shares of common stock will be offered and sold by Hanover Bank,
which will not receive any sales commission directly or indirectly for offering
or selling the shares. Shares of common stock will not be offered or sold
through any underwriters or dealers. In addition, shares will only be sold to
residents of Hanover County and residents of surrounding localities who are
expected to become customers of Hanover Bank.
This is a best efforts offering, which means that we are not required
to sell any specific number of shares or dollar amount of common stock in this
offering. We have not determined the date that the offering will end and have
not made any arrangements to place funds received from investors in an escrow,
trust or similar account.
DESCRIPTION OF CAPITAL STOCK
Authorized and Outstanding Capital Stock. We are authorized to issue up
to 50,000,000 shares of Common Stock, par value $2.00 per share. The following
summary description of our capital stock is qualified in its entirety by
reference to our Articles of Incorporation and our Bylaws, which are exhibits to
our Annual Report on Form 10-K for the year ended December 31, 1999 filed with
the Securities and Exchange Commission.
Common Stock. The holders of common stock are entitled to one vote per
share on all matters submitted to a vote of shareholders. Subject to certain
limitations on the payment of dividends, holders of common stock are entitled to
receive dividends when and as declared by our Board of Directors from funds
legally available for the payment of dividends.
All outstanding shares of common stock, including the shares offered
hereby, are fully paid and non-assessable. Holders of common stock are not
entitled to cumulative voting rights. Therefore, the holders of a majority of
the shares voted in the election of directors can elect all of the directors
then standing for election subject to the rights of preferred stock, if and when
issued. Holders of common stock have no preemptive or other subscription rights,
and there are no conversion rights or redemption or sinking fund provisions with
respect to the common stock.
9
<PAGE>
Provision of Our Articles of Incorporation and Bylaws with
Anti-takeover Implications. A number of provisions of our Articles of
Incorporation and Bylaws deal with matters of corporate governance and the
rights of shareholders. One provision of our Bylaws provides that special
meetings of shareholders may be held whenever called by the President, the
Chairman or Vice Chairman of the Board of Directors or by the Board of
Directors, itself. Our shareholders do not have the right to call special
meetings. This provision, together with certain provisions of the Virginia Stock
Corporation Act, could discourage or make more difficult a merger, tender offer
or proxy contest, even if they may be favorable to the interests of
shareholders, thus depressing the market price of our common stock.
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.
Our Articles of Incorporation provide that our directors and officers
will be indemnified by us to the fullest extent authorized by Virginia law, as
it now exists or may in the future be amended, against all expense, liabilities
and loss reasonably incurred or suffered in connection with service for us or on
our behalf, and provide for mandatory advancement of such expenses. Our Articles
of Incorporation also provide that the right of directors and officers to
indemnification is not exclusive of any other right under any statute, agreement
or otherwise.
In addition, our Articles of Incorporation provide that our directors
will not be personally liable for monetary damages to us, except in cases of
willful misconduct or a knowing violation of criminal or securities laws. This
provision would have no effect on the availability of equitable remedies or
non-monetary relief, such as an injunction or rescission.
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.
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus
will be passed upon by Williams, Mullen, Clark & Dobbins, P.C.
EXPERTS
The consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 1999, 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.
10
<PAGE>
================================================================================
April ___, 2000
EASTERN VIRGINIA BANKSHARES, INC.
125,000 Shares of Common Stock
-----------------
PROSPECTUS
-----------------
- --------------------------------------------------------------------------------
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of the company
have not changed since the date hereof.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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 the Registrant, included as
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997, and incorporated herein by
reference.
4.2 Bylaws of the Registrant, included as Exhibit 3.2 to the
Registrant's Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, and incorporated herein by
reference.
5 Opinion of Williams, Mullen, Clark & Dobbins, P.C.*
23.1 Consent of Williams, Mullen, Clark & Dobbins, P.C. (included
in Exhibit 5).
23.2 Consent of Yount, Hyde & Barbour, P.C.
________________
* Previously filed.
II-1
<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 April 10,
2000.
EASTERN VIRGINIA BANKSHARES, INC.
By: /s/ Ned Stephenson
------------------------------------
Ned Stephenson
Chief Financial 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 April 10, 2000
- -------------------------------------------- and Director
Thomas M. Boyd, Jr. (Principal Executive Officer)
/s/ Ned Stephenson Chief Financial Officer April 10, 2000
- -------------------------------------------- (Principal Financial and
Ned Stephenson Accounting Officer)
/s/ W. Rand Cook Director April 10, 2000
- --------------------------------------------
W. Rand Cook
/s/ Robert L. Covington Director April 10, 2000
- --------------------------------------------
Robert L. Covington
/s/ L. Edelyn Dawson, Jr. Director April 10, 2000
- --------------------------------------------
L. Edelyn Dawson, Jr.
/s/ F. L. Garrett, III Director April 10, 2000
- --------------------------------------------
F. L. Garrett, III
/s/ F. Warren Haynie, Jr. Director April 10, 2000
- --------------------------------------------
F. Warren Haynie, Jr.
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Eric A. Johnson Director April 10, 2000
- --------------------------------------------
Eric A. Johnson
/s/ William L. Lewis Director April 10, 2000
- --------------------------------------------
William L. Lewis
/s/ Lewis R. Reynolds Director April 10, 2000
- --------------------------------------------
Lewis R. Reynolds
/s/ Leslie E. Taylor Director April 10, 2000
- --------------------------------------------
Leslie E. Taylor
/s/ J. T. Thompson, III Director April 10, 2000
- --------------------------------------------
J. T. Thompson, III
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
4.1 Articles of Incorporation of the Registrant, included as
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997, and incorporated herein by
reference.
4.2 Bylaws of the Registrant, included as Exhibit 3.2 to the
Registrant's Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, and incorporated herein by
reference.
5 Opinion of Williams, Mullen, Clark & Dobbins, P.C.*
23.1 Consent of Williams, Mullen, Clark & Dobbins, P.C. (included in
Exhibit 5).
23.2 Consent of Yount, Hyde & Barbour, P.C.
__________________
* Previously filed
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated January 7, 2000, on the
consolidated financial statements of Eastern Virginia Bankshares, Inc. as of
December 31, 1999, and for the period ended December 31, 1999, which appears in
the annual report on Form 10-K of Eastern Virginia Bankshares, Inc. for the year
ended December 31, 1999. We also consent to the reference to our Firm under the
caption "Experts" in the aforementioned Registration Statement.
/s/ Yount, Hyde & Barbour, P.C.
Winchester, Virginia
April 10, 2000
