As filed with the Securities and Exchange Commission on
February 13, 1997
Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
MAINSTREET BANKGROUP INCORPORATED
(Exact name of Registrant as specified in its Charter)
Virginia 54-1046817
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 East Church Street
Martinsville, Virginia 24112
(540) 666-6724
(Address of principal executive office, including zip code)
MAINSTREET BANKGROUP/HANOVER BANK
STOCK OPTION PLAN
(Full title of the Plan)
____________________
Rebecca J. Jenkins
Senior Vice President, General Counsel and Secretary
200 East Church Street
Martinsville, Virginia 24112
(540) 666-3272
(Name, address and telephone number including, area code, of
agent for service)
With copies to:
Lathan M. Ewers, Jr.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8269
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed
securities be maximum maximum Amount
to be registered offering aggregate of
registered price per offering registra-
share (1) price (1) tion fee
Common 130,000 $18.50 $2,405,000 $729.00
Stock(2)
______
(1) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rule 457(c) on the basis of $18.50 per share, which was the
average of the high and low prices of the Common Stock as
reported on NASDAQ on February 7, 1997.
(2) The Rights to purchase Participating Cumulative
Preferred Stock, Series A will be attached to and will trade with
shares of the Common Stock of the Company.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by MainStreet BankGroup
Incorporated (the "Company") with the Commission (file No. 0-
8622) are incorporated herein by reference and made a part
hereof: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30,
and September 30, 1996; (iii) the Company's Current Reports on
Form 8-K dated January 3, 1996, February 23, 1996, April 22, 1996
and October 3, 1996; and (iv) the description of the Company's
Common Stock (the "Common Stock") contained in the Company's
registration statement under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including all amendments and
reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained in a supplement hereto or in
a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of the Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the
Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Directors and officers of the Company may be indemnified
against liabilities, fines, penalties, and claims imposed upon or
asserted against them as provided in the Virginia Stock
Corporation Act and the Company's Restated Articles of
Incorporation. Such indemnification covers all costs and
expenses reasonably incurred by a director or officer. The Board
of Directors, by a majority vote of a quorum of disinterested
directors or, under certain circumstances, independent counsel
appointed by the Board of Directors, must determine that the
director or officer seeking indemnification was not guilty of
willful misconduct or a knowing violation of the criminal law.
In addition, the Virginia Stock Corporation Act and the Company's
Restated Articles of Incorporation may under certain
circumstances eliminate the liability of directors and officers
in a shareholder or derivative proceeding.
If the person involved is not a director or officer of the
Company, the Board of Directors may cause the Company to
indemnify to the same extent allowed for directors and officers
of the Company such person who was or is a party to a proceeding,
by reason of the fact that he is or was an employee or agent of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.
The Company has in force and effect a policy insuring the
directors and officers of the Company against losses which they
or any of them shall become legally obligated to pay for reason
of any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by the
directors and officers in the discharge of their duties,
individually or collectively, or any matter claimed against them
solely by reason of their being directors or officers, such
coverage being limited by the specific terms and provisions of
the insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation of the Company (Incorporated
herein by reference from Form 8-A filed electronically
on March 15, 1996).
4.2 Bylaws of the Company (Incorporated by reference from
Form 8-A filed electronically on March 15, 1996).
4.3 MainStreet BankGroup/Hanover Stock Option Plan.
5 Opinion of Hunton & Williams as to the legality of the
securities being registered.
23.1 Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5 to the Registration Statement).
23.2 Consent of Coopers & Lybrand LLP.
24 Power of Attorney for Officers and Directors (included on
signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change in such
information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
2. That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Martinsville, Virginia, on this 11th day of February, 1997.
MainStreet BankGroup Incorporated
(Registrant)
By
Michael R. Brenan, President,
Chairman of the Board and Chief
Executive Officer and Director
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 February 11, 1997. Each
of the directors and/or officers of Crestar Financial Corporation
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
By /s/ Michael R. Brenan President, Chairman of the
Michael R. Brenan Board and Chief
Executive Officer (Principal
Executive Officer)
By /s/ James E. Adams Senior Vice President, Chief
James E. Adams Financial Officer and
Treasurer (Principal
Financial and Accounting
Officer)
By /s/W. Christopher Beeler, Jr. Director
W. Christopher Beeler, Jr.
By
Thomas B. Bishop Director
By /s/ William L. Cooper, III Director
William L. Cooper, III
By /s/ Billy P. Craft Director
Billy P. Craft
By Director
Philip W. Dean
By /s/ I. Patricia Henry Director
I. Patricia Henry
By Director
George J. Kostel
By /s/ Larry E. Hutchens Director
Larry E. Hutchens
By Director
William O. McCabe, Jr., M.D.
By Director
Albert L. Prillaman
By /s/ Richard M. Simmons, Jr. Director
Richard M. Simmons, Jr.
By /s/ Thomas B. Stanley, Jr. Director
Thomas B. Stanley, Jr.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
EXHIBITS
filed with
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________
MAINSTREET BANKGROUP/HANOVER
STOCK OPTION PLAN
(full title of the plan)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequentially
Number Page
4.1 Articles of Incorporation of the Company
(Incorporated herein by reference from
Form 8-A filed electronically on March
15, 1996).
4.2 Bylaws of the Company (Incorporated
herein by reference from Form 8-A filed
electronically on March 15, 1996.)
4.3 MainStreet BankGroup/Hanover Stock
Option Plan.
5 Opinion of Hunton & Williams as to the
legality of the securities being
registered.
23.1 Consent of Hunton & Williams (included
in the opinion filed as Exhibit 5 to the
Registration Statement).
23.2 Consent of Coopers & Lybrand LLP.
24 Power of Attorney for Officers and
Directors (included on signature page).
Exhibit 5
J. G. Ritter, II File No. 23679.1
(804) 788-8402
February 13, 1997
The Board of Directors
MainStreet BankGroup Incorporated
200 East Church Street
Martinsville, Virginia 24112
MainStreet BankGroup Incorporated
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to MainStreet BankGroup
Incorporated, a Virginia corporation (the "Company"), in
connection with the filing of a registration statement
under the Securities Act of 1933, as amended, with respect
to 130,000 shares of the Company's Common Stock (the
"Shares"), to be offered pursuant to the MainStreet
BankGroup/Hanover Bank Stock Option Plan (the "Plan").
In rendering this opinion, we have relied upon,
among other things, our examination of the Plan and of such
records of the Company and certificates of its officers and
of public officials as we have deemed necessary. In
connection with the filing of such registration statement,
we are of the opinion that:
1. The Company is duly incorporated, validly
existing and in good standing under the laws of the
Commonwealth of Virginia; and
2. The Shares have been duly authorized and,
when issued in accordance with the terms of the Plan and
the applicable Agreements (as defined in the Plan), will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit
to such registration statement.
Very truly yours,
Hunton & Williams
MAINSTREET BANKGROUP, INC.
MAINSTREET BANKGROUP, INC./HANOVER BANK
STOCK OPTION PLAN
Introduction
Effective December 31, 1996, Hanover Bank (Hanover) merged with
and into MainStreet BankGroup Incorporated (MainStreet). The terms of that
transaction are set forth in an Agreement and Plan of Reorganization among
Hanover, MainStreet and BH Acquisition Subsidiary (the Reorganization
Agreement).
Options to purchase common stock of Hanover (the Hanover Options)
were granted prior to December 31, 1996, pursuant to the terms of the Hanover
Non-Qualified Stock Option Plan. The Hanover Options were surrendered to
Hanover for cancellation, without receipt of consideration from Hanover,
prior to the effectiveness of the merger with and into MainStreet.
The Reorganization Agreement provides that MainStreet will grant
options (the MainStreet Options) to purchase MainStreet common stock to those
persons who surrendered Hanover Options. The number of shares covered by the
MainStreet Options and the option price per share will be the same as under
the Hanover Options, as adjusted in accordance with the Reorganization
Agreement. The remaining terms of the MainStreet Options will be the same
as the terms of the Hanover Options.
MainStreet BankGroup, Inc. adopted this MainStreet BankGroup/
Hanover Stock Option Plan (the Plan) on December 20, 1996. The Plan
pertains to MainStreet Options that were granted in substitution of Hanover
Options that had been granted under the Hanover Bank Non-Qualified Stock
Option Plan. Those MainStreet Options will be governed by this Plan, and
the terms of the original Hanover Option agreement, as adjusted by the
Reorganization Agreement.
Any reference in this Plan to Hanover shall be interpreted as a
reference to MainStreet. Any reference in this Plan to the common stock of
Hanover shall be interpreted as a reference to the common stock of MainStreet.
1. Purpose of the Plan. This plan is intended to provide a means to
encourage selected key employees and directors ("Participant") of Hanover
Bank (the "Bank") and future subsidiaries, if any (the "Corporation"), to
remain in the Corporation's employ, or to remain as directors of the Bank and
to give the Participants an added incentive to increase the Corporation's
earnings through granting Participants an attractive opportunity to acquire
common stock, $5.00 par value, of the Bank ("Common Stock"). The term
"subsidiary" means a corporation included in the Bank's consolidated
financial statements or a subsidiary thereof.
2. Administration and Amendment of the Plan. From time to time,
the Bank's Board of Directors shall adopt resolutions granting stock
options (the "Options") under this Plan; the resolutions shall name or
describe the Participants and fix or describe the option price. As soon
as practicable after each resolution is adopted, a written instrument, in
a form approved by the Bank's Board of Directors, shall be executed and
delivered by the Bank to the individual to whom the Option was granted
("Optionee").
The Bank's Board of Directors may adopt rules and regulations for
carrying out this Plan and may make such changes in and additions to this
Plan and, with the consent of the Optionee, to the terms and conditions of
the Optionee's Option, as it may deem proper and in the best interests of
the Corporation; provided, however, that the total number of shares of
Common Stock which may be purchased by Optionees under this Plan, or by
any of them, shall not be increased, except as provided in Section 10 of
this Plan. The interpretation and construction of any provision of this
Plan by the Bank's Board of Directors shall be final conclusive. All
expenses and costs in connection with the operation of the Plan shall be
borne by the Bank.
The Bank's Board of Directors may from time to time appoint a
committee, consisting of not less than three directors (the "Compensation
Committee"), and may delegate to the Compensation Committee full power
and authority to take any or all action required or permitted to be taken
by the Bank's Board of Directors under this Plan. Whenever the term the
"Bank's Board of Directors" appears herein, it shall, if a Compensation
Committee has been appointed and is then acting, be interpreted to mean
also the Compensation Committee.
3. Eligibility. Options shall be granted only to individuals
who, in the opinion of the Bank's Board of Directors, are key employees
or directors of the Bank, including directors who are not regular employees
of the Corporation.
4. Common Stock Subject to the Plan. The Bank's Board of Directors
is authorized to grant Options to purchase shares of Bank Common Stock (or
the number and kind of shares of stock or other securities which, under
Section 10 hereof, shall be substituted for such Common Stock or to which
same shall be adjusted). Such shares may be authorized but unissued shares
or treasury shares.
5. Maximum Number of Shares Subject to Plan. Subject to adjustment
as provided in Section 10 hereof, the aggregate amount of Common Stock to
be delivered upon exercise of all options granted under the Plan shall not
exceed 100,000 shares. If any options or installments thereof are not
exercised in full before expiration thereof, the unpurchased shares subject
thereto shall be treated as if such options or installments had never been
granted, effective immediately after they cease to be exercisable, and
shall again be available for the purposes of this Plan.
6. Purchase Price and Use of Proceeds. The purchase price of the
Common Stock under each Option shall be determined in each case by the
Bank's Board of Directors but shall not be less than one hundred percent
(100%) of (i) the par value of such stock, (ii) the fair market value of
such stock, as determined by the Bank's Board of Directors on the date
the Option is granted, (iii) the book value (as shown by the Bank's last
published statement prior to the issuance of any Option) of such stock.
The proceeds received by the Corporation from sale of stock pursuant to
this Plan shall be used for general corporate purposes.
7. Expiration of Option. Unless otherwise provided by the Bank's
Board of Directors, each Option shall expire (a) upon Optionee's ceasing
to act as a director of the Bank for any reason except retirement (i) at
or after the then normal retirement age or earlier if approved by the
Bank's Board of Directors or (ii) for disability, or (b) 12 months after
Optionee dies, whichever occurs first.
8. Exercise of Options. Each Option shall be exercised in whole
or in such installments as the Bank's Board of Directors shall determine.
In the event Options are exercisable in installments, when the right to
exercise any installment accrues, the shares included in the installments
may be purchased at the time or from time to time thereafter before the
Option expires. Failure to exercise all or part of any installment shall
not affect Optionee's right to exercise any other installments.
The option shall be exercised by mailing or delivering to the Bank
at its executive office in Mechanicsville, Hanover County, Virginia, (a) a
written notice of such exercise which specifies the number of shares as to
which the Option is being exercised and (b) payment for such shares by
check (which clears in due course) payable to the order of the Bank. The
shares purchased shall be deemed issued as of the date of such payment,
and the Bank shall cause appropriate stock certificates to be issued
promptly. Such shares shall be fully paid non assessable.
9. Non-transferability of Option. No option shall be transferable
by an Optionee except by will or the laws of descent and distribution.
Each Option shall be exercisable during the Optionee's lifetime only by
the Optionee.
10. Adjustment in Shares Subject to Option. If the outstanding
shares of Common Stock shall be increased or changed into or exchanged for
a different number or kind of shares or other securities of the Bank or of
any other corporation, whether through reorganization, merger,
consolidation, recapitulation, stock split-up, stock dividend or
otherwise, appropriate adjustments shall be made in the number or kind
of shares or securities subject to each Option and the purchase price,
therefor; but an Optionee shall not be entitled to purchase any fractional
share or fraction of a security; and, if any adjustment would otherwise
give an Optionee the right to purchase a fractional share or fraction of
a security, the Optionee shall forfeit such right.
11. Dissolution, etc. of the Bank. In the event of the proposed
dissolution or liquidation of the Bank, or in the event of a proposed sale
of substantially all the assets or capital stock of the Bank, each Option
shall terminate as of a date to be fixed by the Bank's Board of Directors;
provided that not less than 30 days written notice of the date so fixed
shall be given to the Optionees, and the Optionees shall have the right,
during the period of 30 days preceding such termination, to exercise
their Options as to all or any part of the shares covered thereby,
including shares as to which their Options would not otherwise be
exercisable.
12. Death of Optionee. If an Optionee dies before the Optionee's
Option expires, the entire Option may be exercised within 12 months after
the Optionee's death by the Optionee's executors and administrators or the
person to whom the Option shall pass by will or the laws of descent and
distribution.
13. Rights as a Shareholder or Employee. An Option shall not
entitle an Optionee to any rights as a shareholder of the Bank with
respect to any shares subject to the Option until such Option has been
exercised and the shares issued.
Options shall not confer upon the Optionees any right with respect to
continuation of employment by the Bank, nor in any way interfere with or
affect each Optionee's right or the Bank's right to terminate such
employment at any time.
14. Shares to be Reserved. The Bank shall at any time during the
terms of outstanding Options reserve and keep available such number of
shares of Common Stock as shall be sufficient to satisfy the requirements
of the Plan, and shall pay all fees and expenses necessarily incurred by the
Bank in connection therewith.
15. Termination of the Plan. This Plan shall terminate in 10
years, or at such earlier time as the Bank's Board of Directors may
determine. Options may be granted under this Plan at any time and from time
to time before it terminates. Any Option outstanding under this Plan at
the time it terminates shall remain in effect until the Option is exercised
or expires.
16. Registration. This Plan shall be effective when approved
by the Board of Directors of the Bank; provided that no Option may be
exercised or Common Stock issued until a Registration Statement with respect
thereto is filed with the Securities and Exchange Commission and becomes
and is then effective, if counsel to the Bank deems such registration to
be necessary.
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of MainStreet BankGroup Incorporated on Form S-8 (File No. 333-_____) of our
report dated January 16, 1996, on our audit of the consolidated financial
statements of MainStreet BankGroup Incorporated as of December 31, 1995,
and for the year ended December 31, 1995, appearing in the 1995 Annual
Report on Form 10-K of MainStreet BankGroup Incorporated filed with the
Securities and Exchange Commission pursuant to the Securities and Exchange
Commission pursuant to the Securities Act of 1934.
COOPERS & LYBRAND, L.L.P.
Raleigh, North Carolina
February 11, 1997
