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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)
Virginia 54-1904386
(State of incorporation) (I.R.S. employer identification no.)
3720 Virginia Beach Boulevard, Virginia Beach, Virginia 23452
(Address of principal executive offices) (zip code)
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: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $1.50 par value
(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(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
connection with the listing of the Common Stock on the NASDAQ National Market,
the Registrant is registering the Common Stock under Section 12(g) 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 2,629,037 shares of Common
Stock outstanding, leaving 4,037,629 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. The Registrant is also authorized to issue up to
500,000 shares of Preferred Stock, $10.00 par value, on terms determined by the
Registrant's Board of Directors. No shares of the Registrant's Preferred Stock
are outstanding.
Rights of Shareholders
The holders of the 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 the 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 the Registrant's Common Stock are fully paid and
nonassessable. 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
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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
Under the Registrant's Articles of Incorporation, 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 the Registrant's Articles of
Incorporation, "extraordinary corporate event" means (i) any amendment to the
Articles of Incorporation that requires shareholder approval under (S)(S) 13.1-
707 of the VSCA, (ii) any merger pursuant to (S)(S) 13.1-716 of the VSCA, (iii)
any statutory share exchange pursuant to (S)(S) 13.1-717 of the VSCA, (iv) any
sale of all or substantially all of the assets of the Corporation pursuant to
(S)(S) 13.1-724 of the VSCA, or (v) any dissolution of the Corporation pursuant
to (S)(S) 13.1-742 of the VSCA, or any such extraordinary corporate event under
any successor statues to any of the foregoing.
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.
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Articles of Incorporation for Resource
Bankshares Corporation. (Incorporated by reference to
Registrant's Form 10-Q previously filed with the Commission
on August 11, 2000.)
*4.2 Amended and Restated Bylaws for Resource Bankshares
Corporation.
4.3 Specimen certificate for a share of Resource Bankshares
Corporation Common Stock, $1.50 par value per share.
(Incorporated by reference to the Registrant's Form 8-A12B
previously filed with the Commission on July 20, 1998.)
* Filed Herewith
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
RESOURCE BANKSHARES
CORPORATION
By: /s/ Lawrence N. Smith
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Lawrence N. Smith
President and Chief Executive Officer
