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As filed with the Securities and Exchange Commission on June 30, 1997
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST VIRGINIA BANKS, INC.
(Exact name of registrant as specified in its charter)
PREMIER BANKSHARES CORPORATION
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Virginia 54-0497561
(State of Incorporation) (IRS Employer Identification No.)
FIRST VIRGINIA BANKS, INC.
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
703/241-4000
(Address of Principal Executive Offices)
____________________
CHRISTOPHER M. COLE, ESQ.
First Virginia Banks, Inc.
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
(Name and address of agent for service)
703-241-4486
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to be Offering Price Offering Registration
Being Registered Registered Per Unit* Price Fee
Common Stock 30,854 $59.375 $1,831,956.25 $555.14
$1.00 par value
*Estimated solely for the purpose of calculating the registration fee. This
amount was calculated pursuant to Rule 457(c) on the basis of $59.375 per
share, which was the average of the high and low prices of the Common Stock
as reported on the New York Stock Exchange on June 25, 1997.
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").
Information about the stock options will be delivered to each
optionee together with a copy of the 1995 Long-Term Incentive Plan.
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 First Virginia Banks, Inc. ("First
Virginia" ) with the Commission (file No. 1-6580) are incorporated herein by
reference and made a part hereof: (i) First Virginia's Annual Report on Form
10-K for the fiscal year ended December 31, 1996; (ii) First Virginia's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (iii) the
description of First Virginia's Common Stock (the "Common Stock") contained
in First Virginia's registration statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such description;
and (iv) the description of the Rights which is contained in the First
Virginia's registration statement on Form 8-A filed under the Exchange Act
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by First Virginia pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Article 10 of the Virginia State Corporation Act ("VSCA") allows, in
general, for indemnification, in certain circumstances, by a Virginia
corporation of any person threatened with or made a party to any action, suit
or proceeding by reason of the fact that he or she is, or was, a director,
officer, employee or agent of such corporation. Indemnification is also
authorized with respect to a criminal action or proceeding where the person
had no reasonable cause to believe that his or her conduct was unlawful.
Article 9 of the VSCA provides limitations on damages payable by officers and
directors, except in cases of willful misconduct or knowing violation of the
criminal law.
Article VI of First Virginia's Articles of Incorporation mandates
the indemnification of directors, advisory directors and officers as a result
of liability incurred by them in proceedings instituted against them by third
parties or by or on behalf of First Virginia itself, relating to the manner
in which they perform their duties unless they have been guilty of willful
misconduct or a knowing violation of criminal law. Subsection (a) of Article
VI provides that First Virginia may contract in advance to provide such
indemnification. Under Article VI, the procedures for determining whether
indemnification must be made will be as provided under the Virginia Stock
Corporation Act ("Corporation Act"). The Corporation Act provides that this
determination must be made (1) by a majority vote of a quorum consisting of
disinterested directors; (2) if such quorum is not available, by a majority
vote of a committee designated by the Board of Directors consisting solely of
two or more disinterested directors; (3) by special legal counsel selected
(i) by the Board or its committee as in (1) or (2) above or, if none such,
(ii) by a majority of the full Board; or (4) by the stockholders, but shares
of or controlled by interested directors may not be voted on the
determination.
Subsection (b) of Article VI requires the advancement of expenses
reasonably incurred by a director, advisory director or officer in a
proceeding upon receipt of an undertaking from him to repay the amounts
advanced if it is ultimately determined that he is not entitled to
indemnification. If, however, a determination has been made that the
director, advisory director or officer is not entitled to be indemnified,
expenses need not be advanced.
Subsection (c) of Article VI authorizes First Virginia to provide
indemnification and make advances and reimbursements for expenses to other
persons including directors, advisory directors and officers of its
subsidiaries and employees and agents of First Virginia and its subsidiaries,
to the same extent or a lesser extent than is required to indemnify
directors, advisory directors and officers of First Virginia. First Virginia
may also contract in advance to provide such indemnification.
Subsection (d) of Article VI provides that in any proceeding brought
by a stockholder in the right of First Virginia or brought by or on behalf of
shareholders of First Virginia, no damages may be assessed against a
director, advisory director or officer of First Virginia arising out of a
single transaction, occurrence, or course of conduct. This elimination of
liability is not applicable if the director, advisory director or officer
engages in willful misconduct or a knowing violation of criminal law or of
any federal or state securities law.
First Virginia maintains a Directors and Officers Liability Insurance Policy
issued by Federal Insurance Company (part of the Chubb Group of Insurance
Companies) in the aggregate annual amount of $20 million. This policy
provides coverage up to 100% of its face amount, subject to deductible
amounts. In general, the policy insures (i) First Virginia's directors and
officers and those of its affiliates against loss by reason of their wrongful
acts, and/or (ii) First Virginia against claims against the directors and
officers by reason of their wrongful acts for which First Virginia is
required to indemnify or pay, all as such terms are defined in the policies
and subject to the terms and conditions contained therein.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits and Financial Statements Schedule
4 Instruments defining the rights of security holders,
including indentures. (With respect to First Virginia's Common Stock and
First Virginia's Preferred Stock, the rights of security holders are
described in the Restated Articles of Incorporation and Bylaws. Also
incorporated herein is the Rights Agreement dated July 29, 1988 between
First Virginia Banks, Inc. and American Security Bank, N.A. which is
incorporated herein by reference to First Virginia's Registration Statement
on Form 8-A dated August 1, 1988).
5 Opinion of Christopher M. Cole, Vice President and Assistant
General Counsel (filed herewith). Opinion of Counsel Re: ERISA compliance
(not applicable)
15 Letter re unaudited interim financial information.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Christopher M. Cole regarding his opinion
concerning the legality of securities (included with his opinion as Exhibit
5).
24 Power of Attorney (included on signature page).
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 1933;
(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 set forth in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and 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 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, as amended
("Securities Act"), 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 may be permitted to directors, officers and controlling
persons of First Virginia pursuant to provisions of the Code of Virginia or
the Articles of Incorporation or Bylaws of First Virginia or resolutions of
First Virginia's stockholders adopted pursuant thereto, or otherwise, First
Virginia has been advised that in the opinion of the Securities and Exchange
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 First
Virginia of expenses incurred or paid by a director, officer or controlling
person of First Virginia in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person of
First Virginia in connection with the securities being registered, First
Virginia 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 of 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.
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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 From S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the County of Fairfax and State of Virginia on
the 25th day of June, 1997.
FIRST VIRGINIA BANKS, INC.
By /s/Barry J. Fitzpatrick
Barry J. Fitzpatrick, Chairman of the Board,
President and Principal Executive Officer
Each person whose signature appears below constitutes and appoints
Thomas P. Jennings and Christopher M. Cole his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 25, 1997.
SIGNATURE and TITLE
/s/Barry J. Fitzpatrick
Barry J. Fitzpatrick, Chairman of the Board,
President and Principal Executive Officer
/s/Richard F. Bowman
Richard F. Bowman, Principal Financial Officer
and Principal Accounting Officer
Edward L. Breeden, III, Director
SIGNATURE and TITLE
/s/Paul H. Geithner, Jr.
Paul H. Geithner, Jr., Director
/s/L. H. Ginn, III
L. H. Ginn, III, Director
/s/Gilbert R. Giodano
Gilbert R. Giordano, Director
T. Keister Greer, Director
/s/Elsie C. Gruver
Elsie C. Gruver, Director
/s/Edward M. Holland
Edward M. Holland, Director
/s/Eric C. Kendrick
Eric C. Kendrick, Director
/s/John B. Melvin
John B. Melvin, Director
/s/W. Lee Phillips, Jr.
W. Lee Phillips, Jr., Director
/s/Josiah P. Rowe, III
Josiah P. Rowe, III, Director
/s/Robert H. Zalokar
Robert H. Zalokar, Director
/s/Albert F. Zettlemoyer
Albert F. Zettlemoyer, Director
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EXHIBIT 5
First Virginia Banks, Inc.
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
Ladies and Gentlemen:
I have acted as counsel for First Virginia Banks, Inc. ("First
Virginia"), a registered bank holding company incorporated in the State of
Virginia, with respect to a Registration Statement on Form S-8, registering
30,854 shares of the Common Stock to be issued in connection with the
exercise of options to purchase Premier Bankshares common stock that
automatically became options to purchase First Virginia Common Stock on the
date of the merger of Premier Bankshares Corporation into First Virginia.
In connection with my representation of First Virginia with respect
to the Registration Statement, I have examined, among other things, such
federal and state laws and such documents, certificates, and corporate and
other records as I deemed necessary or appropriate for the purpose of
preparation of this opinion.
Based upon the foregoing examination, I hereby advise that in my
opinion:
(1) First Virginia is a corporation duly organized and validly existing
under the laws of the Commonwealth of Virginia.
(2) The 30,854 shares of stock included in the Registration Statement,
when issued, will be fully authorized, legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Christopher M. Cole
Vice President and
Assistant General Counsel
CMC:sw
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EXHIBIT 15
Board of Directors
First Virginia Banks, Inc.
We are aware of the incorporation by reference in the First Virginia
Banks, Inc. Registration Statement (Form S-8 No. 333- ) pertaining to the
Premier Bankshares Corporation Long-Term Incentive Plan of our report dated
April 8, 1997 relating to the unaudited condensed consolidated interim
financial statements of First Virginia Banks, Inc. that are included in its
Form 10-Q for the quarter ended March 31, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports
are not a part of the registration statement prepared or certified by
accountants within the meaning of Section 7 or 11 of the Securities Act of
1933.
ERNST & YOUNG LLP
Washington, D. C.
June 24, 1997
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EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the First Virginia
Banks, Inc. Registration Statement (Form S-8 No. 333- ) pertaining to the
Premier Bankshares Corporation Long-Term Incentive Plan of our report dated
January 21, 1997, with respect to the consolidated financial statements of
First Virginia Banks, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Washington, D. C.
June 24, 1997
