AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1996
REGISTRATION NO. 333-06181
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
MAINSTREET BANKGROUP INCORPORATED
(Exact name of registrant as specified in its charter)
VIRGINIA 6711 54-1046817
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)
200 EAST CHURCH STREET
MARTINSVILLE, VIRGINIA 24112
(540) 666-6724
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
REBECCA J. JENKINS
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
200 EAST CHURCH STREET
MARTINSVILLE, VIRGINIA 24112
(540) 666-3272
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-----------------------------
Copies to:
LATHAN M. EWERS, JR. TALFOURD H. KEMPER
HUNTON & WILLIAMS WOODS, ROGERS & HAZELGROVE, PLC
951 EAST BYRD STREET 10 SOUTH JEFFERSON STREET, SUITE 1400
RICHMOND, VIRGINIA 23219 ROANOKE, VIRGINIA 24011
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in connection
with the formation of a holding company, 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 THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
5 Opinion of Hunton & Williams with respect to legality
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Martinsville, Commonwealth of Virginia, on June 17, 1996.
MAINSTREET BANKGROUP INCORPORATED
(Registrant)
By: /s/ Michael R. Brenan
Michael R. Brenan, President, Chairman of
the Board and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 17, 1996. Each of the directors and/or officers of
MainStreet BankGroup Incorporated whose signature appears below hereby appoints
Michael R. Brenan, James E. Adams, Rebecca J. Jenkins and Lathan M. Ewers, Jr.,
and each of them severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below and to file with the Commission,
any and all amendments, including post-effective amendments to this registration
statement, making such changes in the registration statement as appropriate, and
generally to do all such things in their behalf in their capacities as officers
and directors to enable MainStreet BankGroup Incorporated to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission.
SIGNATURE TITLE
/s/ Michael R. Brenan President, Chairman of the Board
Michael R. Brenan and Chief Executive Officer
(Principal Executive Officer)
/s/ James E. Adams Senior Vice President, Chief Financial
James E. Adams Officer and Treasurer (Principal
Financial and Accounting Officer)
/s/ W. Christopher Beeler, Jr. Director
W. Christopher Beeler,Jr.
II-2
_________________________ Director
Thomas B. Bishop
/s/ William L. Cooper Director
William L. Cooper, III
/s/ Billy P. Craft Director
Billy P. Craft
/s/ I. Patricia Henry Director
I. Patricia Henry
/s/ Larry E. Hutchens Director
Larry E. Hutchens
/s/ William O. McCabe, Jr., MD Director
William O. McCabe, Jr., MD
/s/ Albert L. Prillaman Director
Albert L. Prillaman
/s/ Richard M. Simmons, Jr. Director
Richard M. Simmons, Jr.
__________________________ Director
Thomas B. Stanley, Jr.
II-3
Exhibit 5
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
File No.: 23679.000038
Direct Dial: (804) 788-8269
June 17, 1996
Board of Directors
MainStreet BankGroup Incorporated
200 East Church Street
Martinsville, Virginia 24112
MainStreet BankGroup Incorporated
Registration Statement on Form S-4
Ladies and Gentlemen:
We are acting as counsel for MainStreet BankGroup Incorporated in
connection with the registration under the Securities Act of 1933 of
1,748,250 shares of its Common Stock. The transaction in which the Common
Stock will be issued is described in the Company's Registration Statement
on Form S-4 filed with the Securities and Exchange Commission and relating
to the Company's acquisition of The First National Bank of Clifton Forge.
In connection with the filing of the Registration Statement you have
requested our opinion concerning certain corporate matters.
In rendering this opinion, we have relied upon, among other things,
our examination of such records of the Company and certificates of its
officers and of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the Commonwealth of Virginia.
2. The Common Stock has been duly authorized and, when shares of
Common Stock have been issued as described in the Registration Statement,
they will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the references to us in the
Prospectus included therein.
Very truly yours,
Hunton & Williams
