SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RESOURCE BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia 54-1904386
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(State of incorporation) (I.R.S. employer or organization identification no.)
3720 Virginia Beach Boulevard, Virginia Beach, Virginia 23452
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(Address of principal executive offices) (zip code)
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If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which each
Title of each class to be so registered class is to be registered:
Common stock, $1.50 par value American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered consist of the common stock, $1.50 par
value (the "Common Stock"), of Resource Bankshares Corporation (the
"Registrant"). The Common Stock is currently registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
connection with the listing of the Common Stock on the American Stock Exchange,
the Registrant is registering the Common Stock under Section 12(b) of the
Exchange Act. The following is a description of the Common Stock:
Capital Structure
The Registrant is authorized to issue up to 6,666,666 shares of its
common stock, par value $1.50 per share. The Registrant has 2,453,380 shares of
common stock outstanding, leaving 4,213,286 shares of authorized common stock
available to be issued when and if the Board of Directors of the Registrant
determines it is advisable to do so. Under the Virginia Stock Corporation Act
(the "VSCA"), the Board of Directors is generally empowered to issue authorized
common stock without shareholder approval.
Rights of Shareholders
The holders of Registrant's Common Stock will be 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 Registrant's Common Stock
will be entitled to receive dividends when declared by the Registrant's Board of
Directors for which funds are legally available.
All outstanding shares of Registrant's Common Stock are fully paid and
nonassessible. Holders of common stock will not be 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 holders 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.
Directors
Under Virginia law and the Registrant's Bylaws, the Registrant is to
have a minimum of five directors and maximum of 15, with the number of directors
at any given time to be fixed by the Board of Directors.
Indemnification
The Articles of Incorporation of the Registrant provide that, to the
full extent permitted by the VSCA, the Registrant is required to indemnify a
director or officer of the Registrant who is or was a party to any proceeding by
reason of the fact that he is or was such a director or officer. Under the VSCA,
a director or officer can not be indemnified in relation to matters as to which
such director or officer shall have been finally adjudged liable by reason of
willful misconduct or a knowing violation of criminal law in the performance of
his or her duty as a director or officer.
Shareholder approval of certain transactions
Unless the Board of Directors conditions its submission of a proposed
extraordinary corporate event (as defined below) on receipt of a greater vote,
any extraordinary corporate event that requires shareholder approval under the
VSCA shall be approved by not less than a majority of the votes entitled to be
cast on the proposed extraordinary corporate event by each class or series of
stock entitled to vote on such extraordinary corporate event at a meeting at
which a quorum of each such class or series exists. For purposes of this Article
VI, "extraordinary corporate event" means (i) any amendment to these Articles of
Incorporation that requires shareholder approval under ss. 13.1-707 of the VSCA,
(ii) any merger pursuant to ss. 13.1-716 of the VSCA, (iii) any statutory share
exchange pursuant to ss. 13.1-717 of the VSCA, (iv) any sale of all or
substantially all of the assets of the Corporation pursuant to ss. 13.1-724 of
the VSCA or (v) any dissolution of the Corporation pursuant to ss. 13.1-742 of
the VSCA, or any such extraordinary corporate event under any successor statutes
to any of the foregoing. The provisions of this Article VI shall not be deemed
to affect any shareholder vote required by Article 14 of the VSCA.
Limitation of Liability
The Articles of Incorporation of the Registrant provide that to the
full extent that the VSCA permits the limitation or elimination of the liability
of directors or officers, a director or officer of the Registrant shall not be
liable to the Registrant or its shareholders for monetary damages. The VSCA
provides that in any proceeding brought by or in the right of a corporation or
brought by or on behalf of shareholders of the corporation, the damages assessed
against an officer or director arising out of a single transaction, occurrence
or course of conduct may not exceed the lesser of (i) the monetary amount,
including the elimination of liability, specified in the articles of
incorporation or, if approved by the shareholders, in the bylaws as a limitation
on or elimination of the liability of the officer or director, or (ii) the
greater of (a) $100,000 or (b) the amount of cash compensation received by the
officer or director from the corporation during the twelve months immediately
preceding the act or omission for which liability was imposed. The liability of
an officer or director is not limited under the VSCA or a corporation's articles
of incorporation and bylaws if the officer or director engaged in willful
misconduct or a knowing violation of the criminal law or of any federal or state
securities law.
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Item 2. Exhibits.
The Common Stock described herein is to be registered on the American
Stock Exchange, on which no other securities of the Registrant are registered.
Accordingly, the following exhibits required in accordance with Part II of the
Instructions as to Exhibits to Form 8-A have been or will be duly filed with the
American Stock Exchange.
Exhibit
Number Description
1 Resource Bank's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1997, as filed
with the Federal Reserve Bank ("FRB").
2 Resource Bank's Quarterly Report on Form 10-QSB for
the three month period ended March 31, 1998, as filed
with the FRB.
3 Proxy Statement relating to the 1998 Annual Meeting
of Shareholders of Resource Bank.
4.1 Amended and Restated Articles of Incorporation for
Resource Bankshares Corporation.
4.2 Bylaws for Resource Bankshares Corporation.
5 Specimen certificate for a share of Resource
Bankshares Corporation Common Stock, $1.50 par value
per share.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant is duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
RESOURCE BANKSHARES CORPORATION
Date: July 16, 1998
By: /s/ Lawrence N. Smith
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Lawrence N. Smith
President and Chief Executive Officer
