Registration No. 33-________
As filed with the Securities and Exchange Commission on October 21, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JEFFERSON BANKSHARES, INC.
Virginia 54-1104491
(State of Incorporation) (IRS Employer
Identification Number)
123 East Main Street
Post Office Box 711
Charlottesville, Virginia 22902
Jefferson Bankshares, Inc.
Employee Stock Purchase Plan
Robert E. Stroud
418 East Jefferson Street
Post Office Box 1288
Charlottesville, Virginia 22902
(804) 977-2500
(Agent for Service of Process)
Calculation of Registration Fee
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering Registration
registered registered per unit* price* Fee
Common Stock 250,000 $20.19 $5,047,500 $1,740.52
$2.50 par value shares
_______________
* Determined under Rule 457(h)(1) based upon the average of the high and low
sales price on October 17, 1994, solely for the purpose of calculating the
registration fee.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
Jefferson Bankshares, Inc. ("Jefferson") hereby incorporates by
reference into this Registration Statement the documents listed below which
have been filed with the Securities and Exchange Commission.
(a) Jefferson's Annual Report on Form 10-K (File No. 0-9101) for the
fiscal year ended December 31, 1993.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a) above, including
Jefferson's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994, and the Report on Form 10-C
dated April 7, 1994.
(c) The description of Jefferson's Common Stock appearing in its Form
8-K dated January 4, 1980, as amended by Form 8-K/A dated October
20, 1994 (File No. 0-9101).
All documents subsequently filed by Jefferson pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates all securities have
been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Article VII of Jefferson's Articles of Incorporation and Article 10
(Section 13.1-696, et seq.) of the Virginia Stock Corporation Act authorize
indemnification of directors, officers, employees and agents of Jefferson
(except when any such person has been adjudged liable because of willful
misconduct, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office); allow advances of the costs of
defending against litigation; and permit the purchase of insurance on behalf
of directors, officers, employees and agents against liabilities whether or
not in the circumstances Jefferson would have the power to indemnify against
such liabilities under the provisions of the articles or the statute.
Jefferson maintains a policy of directors and officers liability insurance
which provides for the indemnification of directors and officers under certain
circumstances.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being 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 1993;
(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 to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (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 with or furnished to
the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 controller 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 Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the City of Charlottesville, State of Virginia,
on October 21, 1994.
JEFFERSON BANKSHARES, INC.
By: O. Kenton McCartney
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
DATE SIGNATURES CAPACITY
October 21, 1994 O. Kenton McCartney President,
Chief Executive Officer,
and Director
October 21, 1994 Allen T. Nelson, Jr. Senior Vice President and
Chief Financial Officer
October 21, 1994 Hovey S. Dabney Chairman of the Board
October 21, 1994 John T. Casteen, III* Director
October 21, 1994 Lawrence S. Eagleburger* Director
October 21, 1994 Hunter Faulconer* Director
October 21, 1994 Fred L. Glaize, III* Director
October 21, 1994 Henry H. Harrell* Director
October 21, 1994 Alex J. Kay, Jr.* Director
October 21, 1994 J. A. Kessler, Jr.* Director
October 21, 1994 W. A. Rinehart, III* Director
October 21, 1994 Gilbert M. Rosenthal* Director
October 21, 1994 Alson H. Smith, Jr.* Director
October 21, 1994 Lee C. Tait* Director
October 21, 1994 H. A. Williamson* Director
*By: William M. Watson, Jr.,
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
4 (a) Articles of Incorporation of Jefferson Bankshares,
incorporated by reference to Jefferson Bankshares'
Annual Report on Form 10-K for the year ended December
31, 1984.
4 (b) Articles of Amendment to Articles of Incorporation dated
May 7, 1987, incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
June 30, 1987.
4 (c) Articles of Amendment to Articles of Incorporation
dated March 23, 1993, incorporated by reference to
Jefferson Bankshares' report on Form 10-Q for the quarter
ended June 30, 1993.
5 Opinion of McGuire, Woods, Battle & Boothe
15 Not Applicable
23* Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
27 Not Applicable
28 Not Applicable
99 Jefferson Bankshares, Inc. Employee Stock Purchase Plan
* The consent of McGuire, Woods, Battle & Boothe is contained in their
opinion included as Exhibit 5 hereto.
McGuire, Woods, Battle & Boothe
One James Center
Richmond, Virginia 23219
October 21, 1994
Jefferson Bankshares, Inc.
123 East Main Street
P. O. Box 711
Charlottesville, VA 22902
Ladies and Gentlemen:
We have acted as counsel for Jefferson Bankshares, Inc., a
Virginia corporation ("Jefferson"), in connection with and have
participated in the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") filed by Jefferson with
the Securities and Exchange Commission (the "SEC") with respect
to Two Hundred Fifty Thousand (250,000) shares of common stock,
par value $2.50 per share (the "Common Stock"), of Jefferson to
be offered and sold in connection with the employee stock
purchase plan ("the Plan") described therein.
We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Company, the Plan and such other
documents, instruments and records as we have deemed necessary
and advisable for purposes of this opinion. In rendering this
opinion, we have relied upon certificates of public officials and
officers of Jefferson.
Based on the foregoing, we are of the opinion that the
shares of Common Stock to be issued in connection with the Plan
have been duly authorized and, when such shares are issued and
sold upon the terms set forth in the Plan, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the SEC
and as exhibit to the Registration Statement.
Very truly yours,
McGuire, Woods, Battle & Boothe
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Jefferson Bankshares, Inc.
We consent to incorporation by reference in the registration
statement on Form S-8 of Jefferson Bankshares, Inc. of our report
dated January 18, 1994, relating to the consolidated balance
sheets of Jefferson Bankshares, Inc. and subsidiaries as of
December 31, 1993 and 1992, and the related consolidated
statements of income, changes in shareholders' equity and cash
flows for each of the years in the three-year period ended
December 31, 1993, which report appears in the December 31, 1993
Annual Report on Form 10-K of Jefferson Bankshares, Inc. Our
report refers to the adoption of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes, in 1993.
KPMG PEAT MARWICK LLP
Richmond, Virginia
October 21, 1994
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute
and appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my behalf
and in my name, place and stead, in any and all capacities, to execute
and file any and all documents and instruments relating to the
registration and issuance of shares of the common stock of Jefferson
Bankshares, Inc. to be issued pursuant to its Employee Stock Purchase
Plan including, but not limited to, a registration statement on Form
S-8 to be filed with the Securities and Exchange Commission and any
and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be
necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Fred L. Glaize, III
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute
and appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities, to
execute and file any and all documents and instruments relating to the
registration and issuance of shares of the common stock of Jefferson
Bankshares, Inc. to be issued pursuant to its Employee Stock Purchase
Plan including, but not limited to, a registration statement on Form
S-8 to be filed with the Securities and Exchange Commission and any and
all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be
necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Henry H. Harrell
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute
and appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities, to
execute and file any and all documents and instruments relating to
the registration and issuance of shares of the common stock of Jefferson
Bankshares, Inc. to be issued pursuant to its Employee Stock Purchase
Plan including, but not limited to, a registration statement on
Form S-8 to be filed with the Securities and Exchange Commission and
any and all amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States as may
be necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
nd each of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Alex J. Kay, Jr.
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities, to
execute and file any and all documents and instruments relating to the
registration and issuance of shares of the common stock of
Jefferson Bankshares, Inc. to be issued pursuant to its Employee Stock
Purchase Plan including, but not limited to, a registration statement
on Form S-8 to be filed with the Securities and Exchange Commission
and any and all amendments thereto, and such statements or applications
to the regulatory authorities of any state in the United States as may
be necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
W. A. Rinehart, III
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute
and appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities, to
execute and file any and all documents and instruments relating to the
registration and issuance of shares of the common stock of Jefferson
Bankshares, Inc. to be issued pursuant to its Employee Stock Purchase
Plan including, but not limited to, a registration statement on Form S-8
to be filed with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to the regulatory
authorities of any state in the United States as may be necessary to
permit said shares to be issued pursuant to said Plan, and any and all
other documents requisite to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and
thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Hunter Faulconer
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director
of Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute
and appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities, to
execute and file any and all documents and instruments relating to the
registration and issuance of shares of the common stock of Jefferson
Bankshares, Inc. to be issued pursuant to its Employee Stock Purchase
Plan including, but not limited to, a registration statement on Form
S-8 to be filed with the Securities and Exchange Commission and any and
all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be
necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Alson H. Smith, Jr.
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute
and appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities, to
execute and file any and all documents and instruments relating to the
registration and issuance of shares of the common stock of Jefferson
Bankshares, Inc. to be issued pursuant to its Employee Stock Purchase
Plan including, but not limited to, a registration statement on Form S-8
to be filed with the Securities and Exchange Commission and any and all
amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be
necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
John T. Casteen, III
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute
and appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities,
to execute and file any and all documents and instruments relating to
the registration and issuance of shares of the common stock of Jefferson
Bankshares, Inc. to be issued pursuant to its Employee Stock Purchase
Plan including, but not limited to, a registration statement on Form
S-8 to be filed with the Securities and Exchange Commission and any and
all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be
necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect thereto
with any regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Lawrence S. Eagleburger
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute
and appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities, to
execute and file any and all documents and instruments relating to the
registration and issuance of shares of the common stock of Jefferson
Bankshares, Inc. to be issued pursuant to its Employee Stock Purchase
Plan including, but not limited to, a registration statement on Form
S-8 to be filed with the Securities and Exchange Commission and any
and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be
necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Lee C. Tait
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities,
to execute and file any and all documents and instruments relating to
the registration and issuance of shares of the common stock of
Jefferson Bankshares, Inc. to be issued pursuant to its Employee Stock
Purchase Plan including, but not limited to, a registration statement on
Form S-8 to be filed with the Securities and Exchange Commission and
any and all amendments thereto, and such statements or applications to
the regulatory authorities of any state in the United States as may
be necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
J. A. Kessler, Jr.
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute
and appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities, to
execute and file any and all documents and instruments relating to the
registration and issuance of shares of the common stock of Jefferson
Bankshares, Inc. to be issued pursuant to its Employee Stock Purchase
Plan including, but not limited to, a registration statement on Form
S-8 to be filed with the Securities and Exchange Commission and any
and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be
necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
Gilbert M. Rosenthal
<PAGE>
INDIVIDUAL POWER OF ATTORNEY
REGISTRATION OF SHARES FOR ISSUANCE UNDER
EMPLOYEE STOCK PURCHASE PLAN
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Director of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M.
Watson, Jr., or any of them, with full power to each of them to act
alone, my true and lawful attorney-in-fact and agents, for me on my
behalf and in my name, place and stead, in any and all capacities, to
execute and file any and all documents and instruments relating to the
registration and issuance of shares of the common stock of Jefferson
Bankshares, Inc. to be issued pursuant to its Employee Stock Purchase
Plan including, but not limited to, a registration statement on Form
S-8 to be filed with the Securities and Exchange Commission and any
and all amendments thereto, and such statements or applications to the
regulatory authorities of any state in the United States as may be
necessary to permit said shares to be issued pursuant to said Plan,
and any and all other documents requisite to be filed with respect
thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same.
WITNESS my signature and seal on this 27th day of September, 1994.
H. A. Williamson, Jr.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose and Effect of Plan
The purpose of the Plan is to secure for the Company and its
stockholders the benefits of the incentive inherent in the
ownership of Common Stock by present and future employees of the
Company and its Subsidiaries. The Plan is not currently intended
to comply with the conditions of Rule 16b-3 under the Act.
However, the Board, at its discretion, may take such actions as
it deems appropriate to bring the Plan into compliance with the
conditions of Rule 16b-3 under the Act. The Plan is not subject
to the Employee Retirement Income Security Act of 1974, as
amended.
2. Definitions
Where indicated by initial capital letters, the following
terms shall have the following meanings:
a. Act: The Securities Exchange Act of 1934.
b. Agent: The entity employed by the Company to make
purchases of Common Stock under the Plan, to maintain Payroll
Deduction Accounts and Investment Accounts for Participating
Employees, and to perform such other duties as directed by the
Company or the Committee.
c. Base Compensation: The fixed basic annual earnings of
an Eligible Employee received from the Company, excluding
overtime, bonuses, commissions, profit sharing awards, credits
received under a plan subject to Code section 125, and including
salary reduction contributions pursuant to elections under a plan
subject to Code sections 125 or 401(k).
d. Board: The Board of Directors of the Company.
e. Committee: The Human Resources Committee of the
Company, which shall be responsible for the general
administration of the Plan.
f. Common Stock: The Company's common stock, $2.50 per
share par value.
g. Company: Jefferson Bankshares, Inc. and any successor
by merger, consolidation or otherwise.
h. Eligible Employee: Any employee of the Company or any
of its Subsidiaries that meets the eligibility requirements of
Section 4.
i. Enrollment Form: The form filed with the Committee for
purposes of authorizing payroll deductions pursuant to Sections 5
and 6, and for electing to withdraw from the Plan pursuant to
Section 7.
j. Fair Market Value: For purposes of purchases of Common
Stock directly from the Company, the average of the lowest and
highest sales prices of Common Stock as reported in The Wall
Street Journal for the date in question. However, if there are
no sales of the Common Stock on such date, the average of the low
asked and high bid prices of Common Stock as reported in the
National Market System of The Nasdaq Stock Market at the close of
business on the date in question. For purposes of purchases of
Common Stock on the open market, the average purchase price of
all of the shares of Common Stock purchased by the Agent as of
that Investment Date. In no event will shares of Common Stock be
sold or issued by the Company at less than their par value.
k. Investment Account: The account established by the
Agent for each Participating Employee to record Common Stock
purchased under the Plan pursuant to Section 8.
l. Investment Date: For purposes of purchases of Common
Stock directly from the Company, the first business day of each
month. For purposes of purchases of Common Stock on the open
market, the first business day of each month, or as promptly as
is practicable thereafter.
m. Parent: Any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, as of
an Investment Date, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.
n. Participating Employee: An Eligible Employee who elects
to participate in the Plan by filing an Enrollment Form pursuant
to Section 5.
o. Payroll Date: The date on which the Company or
Subsidiaries are scheduled to make payments of compensation to
their employees.
p. Payroll Deduction Account: The account established for
a Participating Employee to reflect payroll deductions pursuant
to Section 5.
q. Plan: The "Jefferson Bankshares, Inc. Employee Stock
Purchase Plan," as set forth herein and as amended from time to
time.
r. Purchase Price: The average Fair Market Value of all
whole and fractional shares of Common Stock purchased by the
Agent as of an Investment Date.
s. Subsidiary or Subsidiaries: Any corporation (other than
the Company) in an unbroken chain of corporations beginning with
the Company if, as of an Investment Date, each of the
corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.
3. Administration of the Plan
The Plan shall be administered by the Committee. The Board
from time to time may appoint members previously appointed and
may fill vacancies, however caused, in the Committee. Insofar as
it may be necessary to satisfy the requirements of Rule 16b-3
under the Act, (i) no member of the Committee shall be eligible
to participate in (A) the Plan or (B) in any other plan of the
Company or any Parent or Subsidiary of the Company providing for
discretionary participation or award to participants of the right
to acquire stock, stock options or stock appreciation rights of
the Company or any Parent or Subsidiary of the Company, and (ii)
no person shall become a member of the Committee if, within the
preceding one-year period, the person shall have been eligible to
participate in a plan described in (i)(A) or (B).
Subject to the express provisions of the Plan, the Committee
shall have the authority to take any and all actions necessary to
implement the Plan and to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all
other determinations necessary or advisable in administering the
Plan. All of such determinations shall be final and binding upon
all persons. A quorum of the Committee shall consist of a
majority of its members and the Committee may act by vote of a
majority of its members at a meeting at which a quorum is
present, or without a meeting by a written consent to their
action taken signed by all members of the Committee. The
Committee may request advice or assistance or employ such other
persons as are necessary for proper administration of the Plan.
The Agent shall be responsible for maintaining a Payroll
Deduction Account and an Investment Account for each
Participating Employee.
4. Eligible Employees
All salaried employees of the Company or its Subsidiaries
who are 18 years of age or older shall be eligible to participate
in the Plan.
No director of the Company or of any Subsidiary who is not
an employee shall be eligible to participate in the Plan.
5. Election to Participate
Each Eligible Employee may become a Participating Employee
effective on the first day of any month by filing an Enrollment
Form with the Company's payroll department by no later than noon
of the fifth business day prior to the first Payroll Date of such
month. If an Eligible Employee files an Enrollment Form with the
Company's payroll department at any time after noon of the fifth
business day prior to the first Payroll Date of a month, he shall
become a Participating Employee as of the first day of the
following month.
Such Enrollment Form shall authorize specified regular
payroll deductions from the Participating Employee's Base
Compensation as of each Payroll Date. Regular payroll deductions
shall be made in multiples of $5.00, and shall be subject to a
minimum deduction of $5.00 and a maximum deduction of a dollar
amount (rounded to the nearest $5.00) that is equal to 25% of the
Participating Employee's Base Compensation per each Payroll Date.
Payroll deductions shall be forwarded by the Company's payroll
department to the Agent as soon as is administratively
practicable.
A Participating Employee may also make lump sum
contributions to the Plan. Such lump sum contributions shall be
paid by the Participating Employee directly to the Agent and
credited to his Payroll Deductions Account. Each lump sum
contribution to the Plan must be of at least $25.00. A
Participating Employee may not contribute more than $5,000 in
lump sum contributions to the Plan in any one calendar quarter.
Unless the Committee shall establish other procedures pertaining
thereto, lump sum contributions must be received by the Agent by
no later than noon of the fifth business day immediately
preceding an Investment Date for the lump sum contributions to be
invested by the Agent as of such Investment Date. Lump sum
contributions received after noon of such date will be invested
as of the next Investment Date. All regular payroll deductions
and lump sum contributions shall be credited to the Payroll
Deduction Account that the Agent has established in the name of
the Participating Employee.
6. Change of Election
A Participating Employee may change the amount of his
payroll deductions under the Plan by filing a new Enrollment Form
with the Company's payroll department. Such a change in the
amount of a Participating Employee's payroll deductions shall be
effective as of the first day of the month if the Enrollment Form
is filed with the Company's payroll department by no later than
noon of the fifth business day prior to the first Payroll Date of
such month. An Enrollment Form filed with the Company's payroll
department at any time after noon of the fifth business day prior
to the first Payroll Date of a month shall become effective as of
the first day of the following month. This Section 6 shall not
apply to changes in the amount of payroll deductions which have
the effect of ceasing a Participating Employee's payroll
deductions under the Plan. Such an election shall be treated as
an election to withdraw from the Plan and shall be governed by
the provisions of Section 7.
Notwithstanding the foregoing, a Participating Employee may
request a refund of the lump sum contributions credited to his
Payroll Deductions Account at any time prior to noon of the
second business day immediately preceding an Investment Date.
Such request must be filed on a form and in the manner prescribed
by the Agent.
7. Election to Withdraw
A Participating Employee, other than a Participating
Employee described in Section 14, may withdraw from the Plan and
cease to be a Participating Employee by filing an Enrollment Form
with the Company's payroll department. Such Enrollment Form must
clearly indicate the Participating Employee's election to
withdraw from the Plan. Payroll deductions shall cease effective
as of the first Payroll Date of the month provided that the
Participating Employee's Enrollment Form is filed with the
Company's payroll department by no later than noon of the fifth
business day prior to such first Payroll Date. If the
Participating Employee's Enrollment Form is filed anytime after
noon of the fifth business day prior to the first Payroll Date of
the month, but before noon of the fifth business day prior to the
second Payroll Date of the month, his payroll deductions shall
cease effective as of the second Payroll Date of the month. All
payroll deductions and lump sum contributions remaining in a
Participating Employee's Payroll Deductions Account at the end of
the month in which he elects to withdraw from the Plan shall be
invested by the Agent as of the next Investment Date.
An employee who has ceased to be a Participating Employee
may again become a Participating Employee by filing an Enrollment
Form with the Committee. The Eligible Employee shall recommence
participation in the Plan in accordance with the provisions of
Section 5.
8. Method of Purchase and Investment Accounts
Each Participating Employee having eligible funds in his
Payroll Deduction Account on an Investment Date shall have
purchased on his behalf, directly from the Company or on the open
market, the number of whole and fractional shares which the
eligible funds in his Payroll Deduction Account are sufficient to
purchase at the Purchase Price on that Investment Date. All
whole and fractional shares purchased (rounded to the nearest ten
thousandth) shall be maintained by the Agent in separate
Investment Accounts for Participating Employees. All cash
dividends paid with respect to the whole and fractional shares of
the Common Stock credited to the Investment Accounts of
participating Employees shall be used by the Agent to purchase
additional shares of Common Stock. All dividends of Common Stock
distributed in the form of additional shares of Common Stock
shall be added to the shares held for a Participating Employee in
his Investment Account. Expenses incurred in the purchase of
shares of Common Stock shall be paid by the Company.
Any distribution of property with respect to whole or
fractional shares of Common Stock held for a Participating
Employee, other than a dividend distribution of Common Stock,
shall be distributed to the Participating Employee as soon as
practicable. If such distribution includes stock (other than
Common Stock), certificates for whole shares will be issued and
fractional shares will be sold and the proceeds of sale, less
selling expenses, distributed to the Participating Employee.
9. Stock Purchases
In the case of purchases of Common Stock directly from the
Company, the Company shall issue shares of Common Stock to be
credited to the Investment Account of Participating Employees as
of each Investment Date. In the case of purchases of Common
Stock on the open market, the Agent shall directly credit such
shares to the Investment Accounts of Participating Employees as
of each Investment Date.
10. Title of Accounts
The Agent shall maintain an Investment Account for each
Participating Employee. Each Investment Account, and the
beneficial interest in shares of Common Stock held therein, shall
be titled in the name of the Participating Employee.
11. Right as a Shareholder
A Participating Employee shall have the right at any time to
obtain a certificate for the whole shares of Common Stock
credited to his Investment Account. Each Participating Employee
shall receive copies of all reports, proxy statements, and other
communications that are normally distributed to shareholders of
the Company. Whole shares held in a Participating Employee's
Investment Account shall be voted as the Participating Employee
directs and in accordance with the procedures described in this
Section 11. Fractional share interests shall not be voted.
Participating Employees will receive a proxy indicating the
total number of whole shares of Common Stock credited to their
Investment Accounts. If a Participating Employee's proxy is
returned properly signed and marked for voting, all the shares
covered by the proxy will be voted as marked. If a Participating
Employee's proxy is returned properly signed but without
indicating instructions as to the manner in which shares are to
be voted with respect to any item thereon, all the shares covered
by the proxy will be voted in accordance with the recommendations
of the Board. If the proxy is not returned, or if it is returned
unexecuted or improperly executed, the shares covered by the
proxy will be voted only if the Participating Employee votes the
Common Stock credited to his Investment Account in person, or, as
to an improperly executed proxy, resubmits a properly executed
proxy.
A Participating Employee shall have the right at any time to
direct that any shares in his Investment Account be sold and that
the proceeds, less expenses of sale, be remitted to him.
A Participating Employee, or a former Participating
Employee, may elect to have his shares sold by the Agent and the
proceeds, after selling expenses, remitted to him, or he may
elect to have a certificate for the whole shares of Common Stock
credited to his Investment Account forwarded to him. In either
event, the Agent will sell any fractional interest held in his
Investment Account and remit the proceeds of such sale, less
selling expenses, to him.
12. Rights Not Transferable
Rights under the Plan are not transferable by a
Participating Employee.
13. Change in Capital Structure.
In the event of a recapitalization or merger, or other
change in the Company's capital stock, or the kind and nature of
shares of stock or securities of the Company subject to the Plan,
the selling price and other relevant provisions shall be
appropriately adjusted by the Committee, whose determination
shall be binding on all persons.
If the Company is a party to a consolidation or a merger in
which the Company is not the surviving corporation, a transaction
that results in the acquisition of substantially all of the
Company's outstanding stock by a single person or entity, or a
sale or transfer of substantially all of the Company's assets,
the Committee may take such actions with respect to the Plan as
the Committee deems appropriate.
Notwithstanding anything in the Plan to the contrary, the
Committee may take the foregoing actions without the consent of
any Participant, and the Committee's determination shall be
conclusive and binding on all persons for all purposes.
14. Retirement, Termination and Death
In the event of a Participating Employee's retirement or
termination of employment, the amount in his Payroll Deduction
Account shall be refunded to him, and, unless otherwise elected,
certificates will be issued for whole shares held. If a
Participating Employee elects to have his shares sold, he will
receive the proceeds of the sale, less selling expenses. In the
event of a Participating Employee's death, the amount in his
Payroll Deduction Account and all shares in his Investment
Account shall be delivered to his estate.
15. Amendment of the Plan
The Board may at any time amend the Plan in any respect.
However, if the shareholders of the Company ever vote to approve
the Plan, such shareholders must thereafter, to the extent
required by Rule 16b-3 under the Act, approve any amendment that
would materially (i) increase the benefits accruing to
Participating Employees under the Plan, (ii) increase the number
of securities that may be issued under the Plan, or (iii) modify
the requirements as to eligibility for participation in the Plan.
Notwithstanding the foregoing, the Board may at any time, without
approval of the shareholders of the Company, amend the Plan so
that it will qualify under Section 423 of the Internal Revenue
Code and otherwise comply with Rule 16b-3 of the Act.
16. Termination of the Plan
The Plan and all rights of employees hereunder shall
terminate at any date at the discretion of the Board. Upon
termination of the Plan, all amounts in an employee's Payroll
Deduction Account that are not used to purchase Common Stock will
be refunded to the Participating Employee.
17. Effective Date of Plan
The Plan was adopted by the Board on September 27, 1994.
The Plan became effective as of November 1, 1994.
18. Government and Other Regulations
The Plan, and the grant and exercise of the rights to
purchase shares hereunder, and the Company's obligation to sell
and deliver shares upon the exercise of rights to purchase
shares, shall be subject to all applicable federal, state and
foreign laws, rules and regulations, and to such approvals by any
regulatory or government agency as may be required, in the
opinion of counsel for the Company.
19. Indemnification of Committee
No member of the Committee shall have any liability with
respect to the administration of the Plan, except for his own
willful misconduct or gross negligence. The Company will
indemnify and save harmless each member of the Committee against
any cost, expense or liability, including his attorneys' fees and
any sum paid in settlement of any claim with the approval of the
Company, arising out of any act or omission to act as a member of
the Committee, except for his own willful misconduct or gross
negligence.
20. Gender and Number
Except where otherwise indicated by the context, any
masculine terminology shall also include the feminine and neuter,
and the definition of any term in the singular may also include
the plural.
