As filed with the Securities and Exchange Commission on April 6, 2000.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
FIRST NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1232965
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
112 West King Street
Strasburg, Virginia 22657
(540) 465-9121
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Harry S. Smith Copies of Communications to:
President and Chief Executive Officer
First National Corporation Wayne A. Whitham, Jr., Esquire
112 West King Street Williams, Mullen, Clark & Dobbins, P.C.
Strasburg, Virginia 22657 P. O. Box 1320
(540) 465-9121 Richmond, Virginia 23218-1320
(Name, Address, Including Zip Code (804) 643-1991
and Telephone Number, Including Area Code,
of Agent For Service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| __________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| __________
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================== ================= ====================== ====================== ================
Proposed Maximum Proposed Maximum Amount of
Title of Shares to Amount to Be Aggregate Price Aggregate Registration
Be Registered (1) Registered (2) Per Unit (3) Offering Price Fee
- ------------------------------------- ----------------- ---------------------- ---------------------- ----------------
<S> <C> <C> <C> <C> <C>
Common Stock, $5.00 par value 25,000 shares $22.90 $572,625 $152
===================================== ================= ====================== ====================== ================
</TABLE>
(1) On November 6, 1995, the Registrant registered 25,000 shares of Common
Stock on a Registration Statement on Form S-3, Registration No. 33-99044,
for issuance under its dividend reinvestment plan and paid a registration
fee of $151.90 in connection therewith. Pursuant to Rule 429(b), the
prospectus included in this Registration Statement constitutes a combined
prospectus, and the Registrant is carrying forward 13,729 shares of such
Common Stock in connection with this registration.
(2) The amount of Common Stock registered hereunder shall be deemed to
include any additional shares issuable as a result of any stock split,
stock dividend or other change in the capitalization of the Registrant.
(3) Pursuant to Rule 457(c), the offering price is based on the average of
the bid ($22.56) and asked ($23.25) prices of one share of Common Stock,
as reported on the OTC Bulletin Board on April 3, 2000, and has been
established solely for the purpose of calculating the registration fee.
<PAGE>
PROSPECTUS
March 31, 2000
FIRST NATIONAL CORPORATION
DIVIDEND REINVESTMENT PLAN
50,000 SHARES OF COMMON STOCK
Dear Shareholders:
We are pleased to send you this prospectus describing the Dividend
Reinvestment Plan of First National Corporation (OTCBB: FXNC). This prospectus
updates the information contained in the prospectus dated November 15, 1995 that
we have been using in connection with the Plan and replaces that earlier
prospectus in its entirety. No changes have been made to the operation of the
Plan, and current participants will remain enrolled in the Plan under their
current methods of participation. We have, however, increased the number of
shares of our common stock that we are offering under the Plan from 25,000 to
50,000.
The Dividend Reinvestment Plan offers our shareholders the opportunity
to purchase shares of our common stock with automatically reinvested dividends,
without payment of brokerage commissions, fees or service charges, except
brokerage commissions and taxes, if any, when shares are sold for a
participant's account.
Shares of common stock purchased with reinvested dividends will be
purchased either from us at the market value determined by the Plan or in the
open market. Dividends will be reinvested when paid by us, and shareholders who
choose to participate in the Plan may participate with respect to all or any
portion of their shares. We pay all brokerage commissions, fees, service charges
and other expenses in connection with the Plan, except brokerage fees incurred
upon disposition of shares held under the Plan.
You may enroll in the Plan at any time by completing an Authorization
Card and returning it to Registrar and Transfer Company, the Plan's agent.
If you choose not to participate in the Plan, you will continue to
receive cash dividends, when and if declared by our Board of Directors. The Plan
does not represent a change in our dividend policy or a guaranty of future
dividends. The declaration of dividends by our Board of Directors will continue
to depend on earnings, financial requirements and other factors.
We are offering shares of our common stock under this prospectus only
to residents of Virginia and other states where the shares that we are offering
have been registered under applicable securities laws or where an exemption from
registration exists. A listing of those states is available from us or the
Plan's agent upon request.
Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
This prospectus describes the Plan as currently in effect, and you are
urged to read it carefully before deciding whether to participate.
HARRY S. SMITH
President and Chief Executive Officer
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Our corporate headquarters are located at 112 West King Street in
Strasburg, Virginia 22657, and our telephone number is (540) 465-9121.
First National Corporation, which we will refer to as we, us or our, is
subject to the information requirements of the Securities Exchange Act of 1934,
as amended, and we file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission. You may read
and copy any document that we file at the SEC's public reference room facility
located at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's
regional offices at 7 World Trade Center, 13th Floor, Suite 1300, New York, New
York 10048 and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. The SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding issuers, including First National Corporation, that
file documents with the SEC electronically through the SEC's electronic data
gathering, analysis and retrieval system known as EDGAR.
Our common stock is traded on the OTC Bulletin Board under the symbol
"FXNC." Our reports, proxy and information statements may also be reviewed at
the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington D.C. 20006.
This prospectus is part of a registration statement filed by us with
the SEC. Because the rules and regulations of the SEC allow us to omit certain
portions of the registration statement from this prospectus, this prospectus
does not contain all the information set forth in the registration statement.
You may review the registration statement and the exhibits filed with such
registration statement for further information regarding us and the shares of
our common stock being sold by this prospectus. The registration statement and
its exhibits may be inspected at the public reference facilities of the SEC at
the addresses set forth above.
INCORPORATION OF INFORMATION THAT WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" information we file with
the SEC. This means:
o incorporated documents are considered part of this prospectus;
and
o we can disclose important information to you by referring you
to those documents.
We incorporate by reference the documents listed below, which have been
filed with the SEC:
o Our Annual Report on Form 10-K for the year ended December 31,
1999.
o The description of our common stock under the caption "Item
11. Description of Registrant's Securities to be Registered"
on pages 32-35 in our Registration Statement on Form 10 filed
pursuant to Section 12(g) under the Exchange Act, and any
amendment or report filed for the purpose of updating such
description.
-2-
<PAGE>
We also incorporate by reference all documents filed with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and prior to the termination of this offering.
We will promptly provide, without charge to you, upon written or oral
request, a copy of any or all of the documents incorporated by reference in this
prospectus, other than exhibits to those documents, unless the exhibits are
specifically incorporated by reference in those documents. Requests should be
directed to:
Controller
First National Corporation
112 West King Street
Strasburg, Virginia 22657
Telephone: (540) 465-9121
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. No one else is authorized to
provide you with different information. We are not making an offer of shares of
our common stock in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any supplement is accurate as
of any date other than the date on the front of those documents because our
financial condition and results may have changed since that date.
-3-
<PAGE>
DESCRIPTION OF THE PLAN
The following, in question and answer form, describes the provisions of
the Plan. Those holders of shares of our common stock who do not wish to
participate in the Plan will receive cash dividends by check, if and when
declared by our Board of Directors.
Purposes and Advantages
1. What is the purpose of the Plan?
The purpose of the Plan is to provide eligible shareholders with a
means of investing cash dividends in shares of our common stock, without payment
of brokerage commissions, service charges or other expenses. In the case of
shares purchased directly from us, we will receive additional funds for our
general corporate purposes.
2. What are the advantages of the Plan?
Participants in the Plan may:
o Reinvest dividends without brokerage commissions or other
charges.
o Invest the full available amount of all dividends as the Plan
provides for fractional interests in the shares held in the
Plan.
o Avoid \ safekeeping requirements and record-keeping costs
through the free custodial service and reporting provisions of
the Plan.
Participation
3. Who is eligible to participate?
Any record holder of shares of our common stock is eligible to
participate in the Plan with respect to any or all of his or her shares held of
record. A holder of record is a person who owns shares of our common stock
registered in his or her name on our records. A shareholder whose stock is
registered in the name of another person, such as a broker or nominee, and who
wishes to participate in the Plan must either make appropriate arrangements for
that other person to participate on behalf of the shareholder or become a holder
of record by having his or her shares transferred into his or her own name.
4. How does an eligible shareholder become a Participant?
An eligible shareholder may join the Plan by signing the Authorization
Card and returning it to the Plan's agent. An Authorization Card may be obtained
at any time by request to the Plan's agent or to us. (See Question #8 on page 5
below for the address of the Plan's agent.)
5. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time.
If an Authorization Card specifying reinvestment of dividends is
received by the Plan's agent at least five business days before the record date
established for payment of a particular dividend,
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<PAGE>
reinvestment will start with that dividend payment. If the Authorization Card is
received less than five business days before the record date established for
payment of a particular dividend, the reinvestment of dividends will begin with
the next dividend.
6. What does the Authorization Card provide?
The Authorization Card allows you to indicate by checking the
appropriate box how you wish to participate in the Plan. You may indicate
whether you want to reinvest dividends paid on all or a specified number of your
shares of our common stock.
Dividends on all shares purchased for your account under the Plan will
be automatically reinvested in additional shares of our common stock, unless the
shares are withdrawn from the Plan. (See Questions #16 and #17 on pages 7 and 8
below for further information.)
7. May a Participant change his or her method of participation
after enrollment?
Yes. If a Participant wishes to change the number of shares for which
dividends will be reinvested, the Participant must notify the Plan's agent in
writing to that effect, but that notification must be received at least five
business days before a particular dividend record date in order to apply to the
reinvestment of the corresponding dividend.
Administration
8. Who administers the Plan for Participants?
Registrar and Transfer Company, a stock transfer company that we have
selected, acts as the Plan's agent and administers the Plan for Participants,
arranges for the custody of share certificates, keeps records, sends statements
of account to Participants and performs other duties relating to the Plan. All
correspondence relating to the Plan should include your account number and
should be addressed as follows:
First National Corporation Dividend Reinvestment Plan
c/o Registrar and Transfer Company, Agent
10 Commerce Drive
Cranford, NJ 07016-3572
You can call the Plan's agent at (800) 368-5948 if you have any
questions.
(See Question #23 on page 9 below for additional information regarding
the responsibilities of the Plan's agent.) Other inquiries regarding First
National Corporation should be directed to First National Corporation, 112 West
King Street, Strasburg, Virginia 22657, Attention: Controller.
Costs
9. Are there any expenses to Participants in connection with
purchases under the Plan?
No. Participants will not incur any brokerage commissions or service
charges for the purchases made under the Plan. We will pay all costs of
administration of the Plan, except brokerage commissions and taxes, if any, when
shares are sold for a Participant's account. (See Question #17 on page 8 below
concerning Participant expenses for the liquidation of fractional interests.)
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<PAGE>
Purchase of Shares
10. How many shares of our common stock will be purchased for
Participants?
If you become a Participant in the Plan, the number of shares that we
will purchase for your account depends on the amount of your dividends and the
market price of shares of our common stock. Your account will be credited with
that number of shares, including fractional interests computed to four decimal
places, equal to the total amount to be invested, divided by the applicable
purchase price per share. (See Question #11 on page 6 below for an explanation
of the purchase price.)
11. When and at what price will shares of our common stock be
purchased under the Plan?
Purchases with reinvested dividends will be made on the applicable
dividend payment date. Participants will become owners of the shares purchased
for them under the Plan on the date when the shares are purchased; however, for
federal income tax purposes, the holding period will commence on the following
day. (See Question #19 on page 8 below for an explanation of federal income tax
consequences.)
At our option, shares of our common stock will be purchased either from
us or in the open market. The purchase price of shares of our common stock
purchased directly from us with reinvested dividends will be determined by our
Board of Directors. Shares of our common stock purchased with reinvested
dividends in the open market will be purchased at the market price. No purchases
may be made directly from us in the event that the purchase price per share is
less than the par value of shares of our common stock, $5.00 per share. In that
event, any dividends payable, and not previously invested, will be used to
purchase shares of our common stock in the open market.
12. Will certificates be issued for shares of our common stock
purchased under the Plan?
Unless requested by a Participant, separate certificates for shares of
our common stock purchased under the Plan will not be issued to Participants.
Certificates for shares purchased will be issued to and held by a nominee of and
for the benefit of the Plan's Participants. The number of shares purchased for
your account under the Plan will be shown on your statement of account. This
feature protects against loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to a Participant's
account under the Plan will be issued without charge upon the Participant's
written request. Any remaining full shares and fractional interests will
continue to be credited to the Participant's account. Certificates representing
fractional interests will not be issued under any circumstances. (See Question
#16 on page 7 below for instructions on certificate issuance.)
Reports to Participants
13. What kind of reports will be sent to Participants in the Plan?
As soon as practicable after each purchase, a Participant will receive
a report of all transactions since the last report. The report will include a
statement of the number of shares allocated to the Participant's account, the
amount of dividends received that are allocable to the Participant, the amount
of shares of our common stock purchased and the price paid. These reports will
provide a record of the cost of purchase under the Plan and should be retained
for tax purposes. In addition, each Participant will receive copies of our
annual and quarterly reports to shareholders, proxy statements and information
for income tax reporting purposes.
-6-
<PAGE>
Dividends
14. Will Participants be credited with dividends on shares held in
their accounts under the Plan?
Yes. The Plan's agent will receive dividends for all shares held in the
Plan on a dividend record date and will credit those dividends to Participants'
accounts on the basis of full shares and fractional interests credited to those
accounts. The dividends will be automatically reinvested in additional shares of
our common stock.
Discontinuation of Dividend Reinvestment
15. How does a Participant discontinue the reinvestment of
dividends under the Plan?
A Participant may discontinue the reinvestment of dividends under the
Plan by notifying the Plan's agent in writing to that effect. Any notice of
withdrawal received within five business days of a dividend record date will not
be effective until dividends paid for that record date have been reinvested and
the shares purchased have been credited to the Participant's Plan account.
Withdrawal of Shares in Plan Accounts
16. How may a Participant withdraw shares purchased under the
Plan?
A Participant who has purchased shares of our common stock under the
Plan may withdraw all or a portion of his or her shares from a Plan account by
notifying the Plan's agent in writing to that effect and specifying in the
notice the number of shares to be withdrawn. This notice should be mailed to the
Plan's agent at the address set forth in Question #8 on page 5 above.
A Participant who changes his or her place of residence must promptly
notify the Plan's agent of the change of address. (See Question #23 on page 9
below.) If a Participant moves to a state where the shares offered pursuant to
the Plan are not registered or exempt from registration under applicable
securities law, that Participant will be deemed to have withdrawn from the Plan
as to all shares held by the Participant in the Plan.
Certificates for whole shares of our common stock withdrawn from the
Plan will be registered in the name of, and issued to, the Participant.
Certificates representing fractional interests will not be issued. Any notice of
withdrawal received within five business days of a dividend record date will not
be effective until dividends paid for that record date have been reinvested and
the shares credited to the Participant's Plan account.
The Plan will sell some or all of a Participant's shares held under the
Plan upon receipt of written instructions from a Participant. Upon sale of such
shares, the Plan will remit to the Participant a check with the proceeds of such
sale, less the Participant's share of brokerage commissions and any applicable
taxes. Sale requests will be processed within five business days of receipt of
written instructions to the transfer Plan's agent. Sales of a Participant's
shares will be made at then current market prices in transactions carried out
through one or more brokerage firms. This procedure may be particularly
attractive to holders of small amounts of shares of our common stock because the
Plan can combine odd lots and small numbers of shares into larger blocks to be
sold, and thereby take advantage of lower brokerage costs that might not
otherwise be available to individual Participants in the sale of their shares.
-7-
<PAGE>
No shares will be sold between the fifth business day prior to a dividend record
date and the following dividend payment date.
17. What happens to any fractional interest when a Participant
withdraws all shares from the Plan?
Any fractional interest withdrawn will be liquidated and a cash payment
will be made promptly from the proceeds thereof less brokerage commissions and
transfer taxes, if any. The net sales proceeds for any fractional interest
together with certificates for whole shares will be mailed directly to the
withdrawing Participant by the Plan's agent.
18. What happens to a Participant's Plan account if all shares in
the Participant's own name are transferred or sold?
If you dispose of all shares of our common stock registered in your own
name, the Plan's agent will continue to reinvest the dividends on the shares
held in your Plan account, unless you also withdraw or sell all shares held in
your account under the Plan.
Federal Income Tax Consequences
19. What are the federal income tax consequences of participation
in the Plan?
The Plan does not offer a discount for purchases of shares of our
common stock with reinvested dividends. In the absence of a discount feature,
the Internal Revenue Service has ruled that shareholders participating in
dividend reinvestment plans are treated for federal income tax purposes as
having received the full amount of the cash distribution that was payable, even
though the shareholder received no cash, but instead received credit for stock
of equivalent value.
To the extent distributions by us to our shareholders are treated as
made from our earnings and profits, the distributions will be dividends taxable
as ordinary income. At the present time, we expect to have sufficient earnings
and profits so that participating shareholders can expect that the full amount
of any distribution under the Plan will be taxable as a dividend.
In the case of corporate shareholders, the full amount of dividends
reinvested will be eligible for the dividends-received deduction available under
the Internal Revenue Code.
In the case of foreign shareholders whose taxable income under the Plan
is subject to federal income tax withholding and in the case of any other
shareholders as to whom federal income tax withholding on dividends is required,
we will make dividend reinvestment net of the amount of tax required to be
withheld.
The tax basis of any shares acquired through the Plan will be the
purchase price on the applicable purchase date. The holding period for shares
acquired through the Plan will begin on the day after the purchase date.
Participants should consult their own tax advisors as to the tax
consequences of Plan transactions. Certain tax information will be provided to
Participants by the Plan's agent as described in Question #13 on page 6 above.
-8-
<PAGE>
Other Information
20. What happens if we have a common stock rights offering, issue
a stock dividend or declare a stock split?
Participation in any rights offering will be based upon both the shares
registered in Participants' names and the shares (including fractional
interests) credited to Participants' Plan accounts. Any stock dividend or share
resulting from stock splits with respect to full shares and fractional interests
credited to Participants' accounts will be added to their accounts. Any
securities other than shares of our common stock or rights to subscribe for
securities other than shares of our common stock received in respect of the
shares held in the accounts of Participants will be distributed by the Plan's
agent to the Participants and will not become part of the Plan.
21. How will a Participant's Plan shares be voted at a meeting of
shareholders?
All shares of our common stock credited to your account under the Plan
will be voted as you direct. If on the record date for a meeting of shareholders
there are shares credited to your account under the Plan, you will be sent the
proxy material for that meeting. When you return an executed proxy, it will be
voted with respect to all shares credited to you. Or, if you elect, you may
direct the vote of all of your shares in person at the shareholders' meeting.
22. What procedures should be followed to sell or pledge shares
held in the Plan?
A Participant who wishes to sell or pledge shares from his or her
account must request the withdrawal of such shares as described in Question #16
on page 7 above.
23. What is the responsibility of the Plan's agent?
The Plan's agent receives the Participants' dividend payments, invests
the amounts in additional shares of our common stock, maintains continuing
records of each Participant's account, and advises Participants as to all
transactions in and the status of their accounts. The Plan's agent acts in the
capacity of agent for the Participants.
All notices from the Plan's agent to a Participant will be addressed to
the Participant at his or her last address of record with the Plan's agent. The
mailing of a notice to a Participant's last address of record will satisfy the
Plan's agent's duty of giving notice to that Participant. Therefore,
Participants must promptly notify the Plan's agent of any change of address.
The Plan's agent, a Participant's nominee or nominees, and we will not
have any responsibility for acts taken or not taken in connection with the Plan,
including, for example, any claim for liability arising out of failure to
terminate a Participant's account upon the Participant's death or adjudicated
incompetency prior to receipt of notice in writing of such death or adjudicated
incompetency. In addition, these parties will not have any duties,
responsibilities or liabilities except for those that the Plan expressly
provides for.
The Plan's agent had no responsibility with respect to the preparation
or content of this Prospectus.
The Participant should recognize that neither we nor the Plan's agent
can provide any assurance that shares purchased under the Plan will be worth, at
any particular time, more or less than their purchase price.
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<PAGE>
All transactions in connection with the Plan shall be governed by the
laws of the Commonwealth of Virginia.
24. May the Plan be changed or discontinued?
While we hope to continue a dividend reinvestment plan indefinitely,
our Board of Directors reserves the right to suspend or terminate the Plan at
any time. It also reserves the right to make modifications to the Plan.
Participants will be notified of any suspension, termination or modification. We
also may adopt reasonable procedures for the administration of the Plan.
USE OF PROCEEDS
We do not know the number of shares of our common stock that ultimately
will be purchased under the Plan or the prices at which shares will be sold. The
net proceeds from the sale of shares of our common stock offered under the Plan
will be added to our general funds and used for general corporate purposes.
INDEMNIFICATION
Our Articles of Incorporation, as well as the statutes of the
Commonwealth of Virginia, contain provisions providing for the indemnification
of our directors and officers against certain liabilities, including liabilities
arising under the Securities Act of 1933, as amended. To the extent that
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons, we have been
informed that, in the opinion of the Securities and Exchange Commission, that
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
EXPERTS
The consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 1998, which we have incorporated by
reference into this prospectus, have been audited by Yount, Hyde & Barbour,
P.C., independent accountants, as stated in their report included in the Annual
Report, and have been incorporated by reference in reliance upon such report
given upon the authority of that firm as experts in accounting and auditing.
Documents that we have not yet filed and that we have incorporated by
reference into this prospectus will include financial statements, related
schedules (if required) and auditors' reports. Those financial statements and
schedules will have been audited to the extent and for the periods set forth in
those reports by the firm or firms rendering the reports and, to the extent so
audited and consent to incorporation by reference is given, will be incorporated
by reference in reliance upon those reports given upon the authority of the firm
or firms as experts in accounting and auditing.
LEGAL OPINION
Williams,Mullen, Clark & Dobbins, P.C., will pass upon the validity of
the shares of our common stock to be issued by us pursuant to the Plan.
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<PAGE>
============================================= ===============================
We have not authorized any dealer,
salesperson or other person to give any
information or to represent anything not
contained in this prospectus. You must not
rely on any unauthorized information or
representations. This prospectus is an offer
to sell only the securities offered hereby,
but only in the jurisdictions where it is
lawful to do so. The information contained
in this prospectus is current only as of
March 31, 2000.
[LOGO]
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Table of Contents
Page
DIVIDEND REINVESTMENT PLAN
Where You Can Find More Information........2
Incorporation of Information that We File
with the SEC............................2
Description of the Plan
Purposes and Advantages...............4 50,000 Shares
Participation.........................4
Administration........................5 Common Stock
Costs.................................5
Purchase of Shares....................6
Reports to Participants...............6 ($5.00 Par Value)
Dividends.............................7
Discontinuation of Dividend
Reinvestment........................7
Withdrawal of Shares in Plan
Accounts............................7 __________________
Federal Income Tax Consequences.......8
Other Information.....................9 PROSPECTUS
Use of Proceeds...........................10 __________________
Indemnification...........................10
Experts...................................10
Legal Opinion.............................10
Dated March 31, 2000
============================================= ===============================
<PAGE>
II-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee............. $ 152*
Printing Expenses............................................... 1,000
Accounting Fees and Expenses.................................... 750
Legal Fees and Expenses......................................... 5,000
Miscellaneous Expenses.......................................... 98
Total $ 7,000
- ------------
* Represents actual expenses. All other expenses are estimates.
Item 15. Indemnification of Directors and Officers
The Virginia Stock Corporation Act, Title 13.1 of the Code of Virginia
(1950), as amended (the "Virginia Act"), permits a Virginia corporation to
indemnify any director or officer for reasonable expenses incurred in any legal
proceeding in advance of final disposition of the proceeding, if the director or
officer furnishes the corporation a written statement of his good faith belief
that he has met the standard of conduct prescribed by the Code, and a
determination is made by the board of directors that such standard has been met.
In a proceeding by or in the right of the corporation, no indemnification shall
be made in respect of any matter as to which an officer or director is adjudged
to be liable to the corporation, unless the court in which the proceeding took
place determines that, despite such liability, such person is reasonably
entitled to indemnification in view of all of the relevant circumstances. In any
other proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant to the extent not
prohibited by Virginia law. In addition, the Articles of Incorporation of the
Registrant eliminate the personal liability of the Registrant's directors and
officers to the Registrant or its shareholders for monetary damages in excess of
$1.00.
Item 16. Exhibits
The following exhibits are filed on behalf of the registrant as part of
this registration statement:
4.1 Articles of Incorporation, including amendments thereto
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Form 10 filed with the SEC on May 2, 1994).
II-1
<PAGE>
4.2 Bylaws (incorporated herein by reference to Exhibit 3.2 to the
Registrant's Form 10 filed with the SEC on May 2, 1994).
4.3 Specimen of Registrant's Common Stock Certificate
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Form 10 filed with the SEC on May 2, 1994).
4.4 First National Corporation Dividend Reinvestment Plan (set
forth in full under the heading "Description of Plan" in the
Prospectus).
5.1 Opinion of Williams, Mullen, Clark & Dobbins, P.C.
23.1 Consent of Williams, Mullen, Clark & Dobbins, P.C. (included
in Exhibit 5.1).
23.2 Consent of Yount, Hyde & Barbour, P.C.
99.1 Authorization Card (incorporated herein by reference to
Exhibit 99.1 to the Registrant's Registration Statement on
Form S-3, Registration No. 33-99044, filed with the SEC on
November 6, 1995).
Item 17. Undertakings
(a) 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, 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 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.
Notwithstanding the foregoing, any increase
or decrease in volume of securities offered
(if the total dollar value of securities
offered would not exceed that which was
registered) and any deviation from the low
or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than 20% change in the
maximum aggregate offering price set forth
in the "Calculation of Registration Fee"
table in the effective 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 (a)(1)(i) and
(a)(1)(ii) shall 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
II-2
<PAGE>
Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of
1934, as amended (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 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 Section 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Shenandoah, Commonwealth of Virginia, on March
31, 2000.
FIRST NATIONAL CORPORATION
By: /s/ Harry S. Smith
---------------------------------------
Harry S. Smith
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Harry S. Smith as
attorney-in-fact and agent for the undersigned, with full power of substitution,
for and in the name, place and stead of the undersigned, to sign and file with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, any and all amendments (including post-effective amendments) to this
Registration Statement, with any schedules or exhibits thereto, and any and all
supplements or other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of securities covered hereby, with
full power and authority to do and perform any and all acts and things as may be
necessary or desirable in furtherance of such registration.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Harry S. Smith President, Chief Executive Officer March 31, 2000
- ------------------------------------- (Principal Executive Officer)
Harry S. Smith
/s/ Stephen Pettit Comptroller and March 31, 2000
- ------------------------------------- Chief Accounting Officer
Stephen Pettit (Principal Financial and Accounting
Officer)
/s/ Noel M. Borden Chairman of the Board of March 31, 2000
- ------------------------------------- Directors
Noel M. Borden
/s/ Douglas C. Arthur Director March 31, 2000
- -------------------------------------
Douglas C. Arthur
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Dr. Byron A. Brill Director March 31, 2000
- -------------------------------------
Dr. Byron A. Brill
/s/ Elizabeth H. Cottrell Director March 31, 2000
- -------------------------------------
Elizabeth H. Cottrell
/s/ Dr. James A. Davis Director March 31, 2000
- -------------------------------------
Dr. James A. Davis
Director March 31, 2000
- -------------------------------------
Christopher E. French
/s/ Charles E. Maddox, Jr. Director March 31, 2000
- -------------------------------------
Charles E. Maddox, Jr.
/s/ W. Allen Nicholls Director March 31, 2000
- -------------------------------------
W. Allen Nicholls
/s/ Henry L. Shirkey Director March 31, 2000
- -------------------------------------
Henry L. Shirkey
Director March 31, 2000
- -------------------------------------
Alson H. Smith, Jr.
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Articles of Incorporation, including amendments thereto (incorporated
herein by reference to Exhibit 3.1 to the Registrant's Form 10 filed
with the SEC on May 2, 1994).
4.2 Bylaws (incorporated herein by reference to Exhibit 3.2 to the
Registrant's Form 10 filed with the SEC on May 2, 1994).
4.3 Specimen of Registrant's Common Stock Certificate (incorporated herein
by reference to Exhibit 4.1 to the Registrant's Form 10 filed with the
SEC on May 2, 1994).
4.4 First National Corporation Dividend Reinvestment Plan (set forth in
full under the heading "Description of Plan" in the Prospectus).
5.1 Opinion of Williams, Mullen, Clark & Dobbins, P.C.
23.1 Consent of Williams, Mullen, Clark & Dobbins, P.C. (included in Exhibit
5.1).
23.2 Consent of Yount, Hyde & Barbour, P.C.
99.1 Authorization Card (incorporated herein by reference to Exhibit 99.1 to
the Registrant's Registration Statement on Form S-3, Registration No.
33-99044, filed with the SEC on November 6, 1995).
Exhibit 5.1
[Williams, Mullen, Clark & Dobbins letterhead]
April 4, 2000
Board of Directors
First National Corporation
112 West King Street
Strasburg, Virginia 22657
Re: Dividend Reinvestment Plan
Ladies and Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by First National Corporation, a Virginia corporation
(the "Company"), with respect to the offer and sale from time to time pursuant
to the Company's Dividend Reinvestment Plan (the "Plan"), of up to 25,000 shares
of the Company's common stock, par value $5.00 per share (the "Shares"). As
counsel to the Company, we have reviewed the Registration Statement on Form S-3
(the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission to effect the registration of the Shares under the
Securities Act of 1933, as amended.
In this regard, we have examined such corporate proceedings, records
and documents as we have deemed necessary or advisable in connection with the
opinions set forth herein.
Based upon such examination, it is our opinion that the Shares, when
issued pursuant to the Registration Statement and the terms and conditions of
the Plan, will be validly issued, fully paid and nonassessable. The foregoing
opinion is limited to the laws of the Commonwealth of Virginia, and we express
no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm as counsel to the
Company in the Registration Statement.
Very truly yours,
WILLIAMS, MULLEN, CLARK & DOBBINS, P.C.
By:
-----------------------------------------
A Shareholder
Consent of Independent Certified Public Accountants Exhibit 23.2
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report, dated January 19, 2000, which appears in
the Annual Report on Form 10-K of First National Corporation and subsidiary for
the year ended December 31, 1999. We also consent to the reference to our Firm
under the caption "Experts" in the aforementioned Registration Statement.
/s/ Yount, Hyde & Barbour, P.C.
Winchester, Virginia
April 4, 2000
