<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Virginia Capital Bancshares, Inc.
---------------------------------
(Exact name of registrant as specified in its certificate of incorporation)
VIRGINIA (being applied for)
- -------- -------------------
(state of incorporation (IRS Employer
or organization) Identification No.)
400 George Street, Fredericksburg, Virginia 22404
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
[ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
[ X ]
Securities Act registration statement file number to which this form
relates: No. 333-63309.
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of class)
<PAGE> 2
ITEM 1 DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the portion of the Prospectus under the
heading "Description of Capital Stock of the Company," filed on September 11,
1998 as part of the Registrant's Registration Statement on Form S-1, No.
333-63309.
ITEM 2 EXHIBITS.
1. Copies of all constituent instruments defining the rights of all the
holders of each class of such securities, including any contracts or
other documents which limit or qualify the rights of such holders.
(a) Articles of Incorporation
Incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-1, No. 333-63309, filed on
September 11, 1998.
(b) Bylaws
Incorporated by reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-1, No. 333-63309, filed on
September 11, 1998.
(c) Plan of Conversion
Incorporated by reference to Exhibit 2.1 to Registrant's
Registration Statement on Form S-1, No. 333-63309, filed on
September 11, 1998.
2. A copy of the security to be registered hereunder is incorporated by
reference to Exhibit 4.1 to Registrant's Registration Statement on
Form S-1, No. 333-63309, filed on September 11, 1998.
<PAGE> 3
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.
Virginia Capital Bancshares, Inc.
---------------------------------
(Registrant)
Date: November 4, 1998
By: /s/ Samuel C. Harding, Jr.
---------------------------------
Samuel C. Harding, Jr.
President and Director