As filed with the Securities and Exchange Commission on July 19, 1999
Registration No.: 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------
OLD POINT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1265373
(State of Incorporation (IRS Employer Identification No.)
or Organization)
1 West Mellen Street
Hampton, Virginia 23663
(Address of Principal Executive Offices) (Zip Code)
OLD POINT FINANCIAL CORPORATION 1998 STOCK OPTION PLAN
(Full name of the Plan)
-----------
Robert F. Shuford Copy to: Jacob A. Lutz, III
President and Chief Executive Officer Mays & Valentine, L.L.P.
Old Point Financial Corporation 1111 East Main St.,
1 West Mellen Street NationsBank Center
Hampton, Virginia 23663 Richmond, Virginia 23219
Telephone: (757) 728-1200 Telephone: (804) 697-1490
(Name and Address of Agent for Service Process)
Approximate date of proposed commencement of sales pursuant to the Plans: Upon
effectiveness of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
---------------- ---------- ------------ ----------------- -----------------
<S> <C>
Common Stock
$1.00 par value 125,000 $26.00 $3,250,000 $903.50
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Old Point Financial Corporation (the "Company") will furnish shareholders
with annual reports containing audited financial statements and with quarterly
reports containing unaudited financial statements for the first three quarters
of each fiscal year. Copies of these documents, and any other communications
sent to the Company's shareholders generally, also will be furnished to all
employees eligible to participate in the Company's 1998 Stock Option Plan.
The Company hereby incorporates herein by reference the following documents
filed by the Company with the Commission:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1998,
filed pursuant to Section 13 of the 1934 Act;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; and
(c) The description of the Company's Common Stock contained in the
"Description of Common Stock" in the Company's Prospectus filed as part of the
Registration Statement on Form S-14, Registration No. 2-89581, with the
Securities and Exchange Commission on February 22, 1984.
All documents filed by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the filing of a post-effective amendment which indicates that all the
Company's Common Stock offered hereby has been sold or which deregisters such
Company Common Stock then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this 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.
Title 13.1, Chapter 9, Article 10 of the Code of Virginia of 1950, as
amended, permits a Virginia corporation in general to indemnify any of its
officers and directors, and any person serving at its request as an officer or
director or another corporation or enterprise if he acted in good faith and in a
<PAGE>
manner which he believed to be in, or not opposed to, the best interest of the
corporation. In the event, however, that such person is adjudged liable to the
corporation, he will not be entitled to indemnification. The statute also
permits a corporation to provide other or further indemnity in its articles of
incorporation, or in a bylaw or resolution approved by its directors or
shareholders, except for an indemnity against willful misconduct or a knowing
violation of criminal law. Furthermore, unless limited by its articles of
incorporation, a corporation shall indemnify a director who entirely prevails in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation. Finally, the statute authorizes a corporation to
purchase and maintain insurance on behalf of any such person against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.
The Articles of Incorporation of the Registrant provide that, to the full
extent permitted by the Virginia Stock Corporation Act, as amended, each
director and officer shall be indemnified by the Corporation against
liabilities, fines, penalties and claims imposed upon or asserted against him
(including amounts paid in settlement) by reason of having been such director or
officer, whether or not then continuing so to be, and against all expenses
(including counsel fees) reasonably incurred by him in connection therewith,
except in relation to matters as to which he shall have been finally adjudged
liable by reason of his willful misconduct or a knowing violation of criminal
law in the performance of his duty as such director or officer.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
An index of Exhibits appears at page II-6 hereof.
Item 9. 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents 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;
II-2
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information 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 this 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.
(b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
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 Hampton, Commonwealth of Virginia, on the 16th day of
July, 1999.
OLD POINT FINANCIAL CORPORATION
Hampton, Virginia
By: /s/ Robert F. Shuford
------------------------------
Rober F. Shuford
President
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:
NAME TITLE DATE
---- ----- ----
President (Principal Executive
/s/ Robert F. Shuford Officer) and Director
- ------------------------------- July 16, 1999
Robert F. Shuford
Senior Vice President & Treasurer
(Principal Financial and Accounting
/s/ Louis G. Morris Officer) July 16, 1999
---------------------------
Louis G. Morris
/s/ Richard F. Clark Director July 16, 1999
--------------------
Richard F. Clark
/s/ Gertrude S. Dixon Director July 16, 1999
---------------------
Gertrude S. Dixon
/s/ Russell S. Evans, Jr. Director July 16, 1999
-------------------------
Russell S. Evans, Jr.
/s/ G. Royden Goodson, III Director July 16, 1999
---------------------------
G. Royden Goodson, III
/s/ Dr. Arthur D. Greene Director July 16, 1999
- -----------------------------
Dr. Arthur D. Greene
/s/ Steven D. Harris Director July 16, 1999
- -----------------------------
Steven D. Harris
/s/ John Cabot Ishon Director July 16, 1999
- -----------------------------
John Cabot Ishon
/s/ Eugene M. Jordan Director July 16, 1999
- -----------------------------
Eugene M. Jordan
/s/ John B. Morgan Director July 16, 1999
---------------------------
John B. Morgan
/s/ Dr. H. Robert Schappert Director July 16, 1999
- -----------------------------
Dr. H. Robert Schappert
<PAGE>
EXHIBIT INDEX
Exhibit Description Exhibit Number
Articles of Incorporation 4.1 (Incorporated by
reference from the Form 10-K,
filed March 27, 1998)
Bylaws 4.2 (Incorporated by
reference from the Form 10-K,
filed March 27, 1998)
Old Point Financial Corporation 4.3
1998 Stock Option Plan, filed herewith
Opinion of Mays & Valentine, L.L.P., 5
with respect to the validity of the
Common Stock, filed herewith
Consent of Eggleston Smith P.C., 23.1
Independent Public Accountants dated June
30, 1999, filed herewith.
Consent of Mays & Valentine, L.L.P., 23.3
contained in their opinion filed as
Exhibit 5 hereto
Powers of Attorney 25
OLD POINT FINANCIAL CORPORATION
1998 Stock Option Plan
ARTICLE I
Establishment, Purpose, and Duration
1.1 Establishment of the Plan. Old Point Financial Corporation, a Virginia
corporation (the "Company"), hereby establishes an incentive compensation plan
for the Company and its subsidiaries to be known as the "1998 Stock Option
Plan", as set forth in this document. Unless otherwise defined herein, all
capitalized terms shall have the meanings set forth in Section 2.1 herein. The
Plan permits the grant of Incentive Stock Options to Key Employees and
Non-Qualified Stock Options to Key Employees and Non-Employee Directors (all as
defined below).
The Plan was adopted by the Board of Directors of the Company on March 10,
1998, and shall become effective on May 1, 1998 (the "Effective Date"), subject
to the approval by vote of shareholders of the Company in accordance with
applicable laws.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success
of the Company and its subsidiaries by providing incentives to Key Employees and
Non-Employee Directors that will promote the identification of their personal
interest with the long-term financial success of the Company and with growth in
shareholder value. The Plan is designed to provide flexibility to the Company
including its subsidiaries, in its ability to motivate, attract, and retain the
services of to Key Employees and Non-Employee Directors upon whose judgment,
interest, and special effort the successful conduct of its operation is largely
dependent.
1.3 Duration of the Plan. The Plan shall commence on the Effective Date,
as described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article IX herein, until March 9, 2008, at which time it shall terminate except
with respect to Awards made prior to, and outstanding on, that date which shall
remain valid in accordance with their terms.
ARTICLE II
Definitions
2.1 Definitions. Except as otherwise defined in the Plan, the following
terms shall have the meanings set forth below:
(a) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(b) "Agreement" means a written agreement implementing the grant of
each Award signed by an authorized officer of the Company and by the
Participant.
(c) "Award" means, individually or collectively, a grant under this
Plan of Incentive Stock Options and Non-Qualified Stock Options.
(d) "Award Date" or "Grant Date" means the date on which an Award is
made under this Plan.
(e) "Beneficial Owner" shall have the meaning ascribed to such term
in Rule 13d-3 under the Exchange Act.
(f) "Board" or "Board of Directors" means the Board of Directors of
the Company, unless otherwise indicated.
(g) "Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have
been satisfied:
(i) any Person (other than the Company, any Subsidiary, a
trustee or other fiduciary holding securities under any employee
benefit plan of the Company, or its Subsidiaries), who or which,
together with all Affiliates and Associates of such Person, is or
becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities; or
(ii) if, at any time after the Effective Date, the composition
of the Board of Directors of the Company shall change such that a
majority of the Board of the \Company shall no longer consist of
Continuing Directors; or
(iii) if at any time, (1) the Company shall consolidate with, or
merge with, any other Person and the Company shall not be the
continuing or surviving corporation, (2) any Person shall
consolidate with or merge with the Company, and the Company shall be
the continuing or surviving corporation and, in connection
therewith, all or part of the outstanding Stock shall be changed
into or exchanged for stock or other securities of any other Person
or cash or any other property, (3) the Company shall be a party to a
statutory share exchange with any other Person after which the
Company is a subsidiary of any other Person, or (4) the Company
shall sell or otherwise transfer 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole)
to any Person or Persons.
(h) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(i) "Committee" means (1) with respect to Awards to Key Employees,
the committee of the Board of Directors of the Company appointed pursuant
to Article III herein to administer the Plan with respect to Awards to Key
Employees, all of the members of which shall be "non-employee directors"
as defined in Rule 16b-3, as amended, under the Exchange Act or any
similar or successor rule, and (2) with respect to Awards to Non-Employee
Directors, the Board. Unless otherwise determined by the Board, the
non-employee directors of the Board shall constitute the Committee with
respect to Awards to Key Employees and such Committee shall consist of no
fewer than three, nor more than 7, members.
(j) "Company" means Old Point Financial Corporation, or any
successor thereto as provided in Article XI herein.
(k) "Continuing Director" means an individual who was a member of
the Board of Directors of the Company on the Effective Date or whose
subsequent nomination for election or re-election to the Board of
Directors of the Company was recommended or approved by the affirmative
vote of two-thirds of the Continuing Directors then in office.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(m) "Fair Market Value" of a Share means the fair market value as
determined pursuant to a reasonable method adopted by the Committee in
good faith for such purpose.
(n) "Incentive Stock Option" or "ISO" means an option to purchase
Stock, granted under Article VI herein, which is designated as an
incentive stock option and is intended to meet the requirements of Section
422 of the Code.
(o) "Key Employee" means an officer or other key employee of the
Company or its Subsidiaries, who is not a Non-Employee Director and who,
in the opinion of the Committee, can contribute significantly to the
growth and profitability of, or perform services of major importance to,
the Company and its Subsidiaries.
(p) "Non-Qualified Stock Option" or "NQSO" means an option to
purchase Stock, granted under Article VI herein, which is not intended to
be an Incentive Stock Option.
(q) "Non-Employee Director" means any member of the Board of
Directors of the Company or any Subsidiary who is not a common law
employee of the Company or any Subsidiary.
(r) "Option" means an Incentive Stock Option or a Non-Qualified
Stock Option.
(s) "Participant" means a Key Employee or a Non-Employee Director
who is granted an Award under the Plan.
(t) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d).
(u) "Plan" means the Old Point National Corporation 1998 Stock
Option Plan, as described and as hereafter from time to time amended.
(v) "Stock" or "Shares" means the common stock of the Company.
(w) "Subsidiary" shall mean a corporation or banking association at
least 50% of the total combined voting power of all classes of stock of
which is owned by the Company, either directly or through one or more of
its Subsidiaries.
ARTICLE III
Administration
3.1 The Committee. Except as otherwise reserved for consideration and
approval by the Board of Directors (other than in its capacity as the Committee
with respect to Awards to Non-Employee Directors), the Plan shall be
administered by the Committee which shall have all powers necessary or desirable
for such administration.
(a) Subject to the provisions of the Plan, the Committee shall have
the following plenary powers: (i) to establish, amend or waive rules or
regulations for the Plan's administration; (ii) except in those instances in
which a dispute arises, to construe and interpret the Agreements and the Plan;
and (iii) to make all other determinations and take all other actions necessary
or advisable for the administration of the Plan.
(b)(1) Subject to the provisions of the Plan, the Committee acting
with respect to Awards to Key Employees shall have the following qualified
powers that shall be subject to approval, amendment and modification by the
Board, and the Board acting as the Committee with respect to Awards to
Non-Employee Directors shall have the following powers in the administration of
the Plan: (i) to determine the terms and conditions upon which the Awards may be
made and exercised; (ii) to determine all terms and provisions of each
Agreement, which need not be identical; (iii) to construe and interpret the
Agreements and the Plan in the event of a dispute between the Participant and
the Committee; and (iv) to accelerate the exercisability of any Award or the
termination of any period of restriction.
(2) In approving the Committee's determinations or other
recommendations under (b)(1) with respect to Awards to Key Employees, the Board
may make such amendments, modifications or qualifications as it deems in the
best interest of the Company, and the Board shall provide specific instructions
to the Committee for implementation of the same.
(3) In its sole discretion, the Board may waive by resolution one or
more of its approval rights under (b)(1) with respect to Awards to Key Employees
and authorize the Committee to proceed without seeking further approvals either
on a case by case basis or permanently until further notice from the Board. Such
waiver shall be communicated in writing to the Committee which shall maintain a
permanent record of such waiver(s).
(c) The express grant in this Plan of any specific power to the
Committee shall not be construed as limiting any power or authority of the
Committee, except as otherwise stated in paragraph 3.1(b).
3.2 Selection of Participants. The Committee shall have the authority to
grant Awards under the Plan, from time to time, to such Key Employees and such
Non-Employee Directors as may be selected by it. Each Award shall be evidenced
by an Agreement.
3.3 Decisions Binding. All determinations and decisions made by the Board
or the Committee pursuant to the provisions of the Plan shall be final,
conclusive and binding.
3.4 Rule 16b-3 Requirements. Notwithstanding any other provision of the
Plan, the Board or the Committee may impose such conditions on any Award, and
amend the Plan in any such respects, as may be required to satisfy the
requirements of Rule 16b-3, as amended (or any successor or similar rule), under
the Exchange Act.
3.5 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Award granted or made hereunder, and against all amounts reasonably
paid by them in settlement thereof or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, if such members acted in good faith and
in a manner which they believed to be in, and not opposed to, the best interests
of the Company and its Subsidiaries.
3.6 Certain Determinations. In connection with the Committee's good faith
determination of "Fair Market Value" as required herein, the Committee may, as
guidance, take into consideration the book value of the Stock, the relationship
between the traded price and book value of shares for financial institutions of
similar size and similar operating results to the Company and its Subsidiary or
Subsidiaries, any reasonably recent trades of the Stock of the Company brought
to the attention of the Committee and such additional relevant information as
the Committee in its judgment deems necessary. In its sole discretion, the
Committee may, but is not obligated to, consult with and/or engage an investment
banker or other appropriate advisor to advise the Committee in connection with
its good faith determination of "Fair Market Value" herein.
ARTICLE IV
Stock Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
herein, the maximum aggregate number of Shares that may be issued pursuant to
Awards made under the Plan shall not exceed 125,000. Except as provided in
Sections 4.2 herein, the issuance of Shares in connection with the exercise of,
or as other payment for Awards, under the Plan shall reduce the number of Shares
available for future Awards under the Plan.
4.2 Lapsed Awards or Forfeited Shares. If any Award granted under this
Plan (for which no material benefits of ownership have been received, including
dividends) terminates, expires, or lapses for any reason other than by virtue of
exercise of the Award, or if Shares issued pursuant to Awards (for which no
material benefits of ownership have been received, including dividends) are
forfeited, any Stock subject to such Award again shall be available for the
grant of an Award under the Plan.
4.3 Capital Adjustments. The number and class of Shares subject to each
outstanding Award, the Option Price and the aggregate number and class of Shares
for which Awards thereafter may be made shall be subject to such adjustment, if
any, as the Committee in its sole discretion deems appropriate to reflect such
events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Company.
ARTICLE V
Eligibility
Persons eligible to participate in the Plan include all employees of the
Company and its Subsidiaries who, in the opinion of the Committee, are Key
Employees and all Non-Employee Directors.
ARTICLE VI
Stock Options
6.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options which are ISOs and/or NQSOs may be granted to Key Employees and Options
which are NQSOs may be granted to Non-Employee Directors at any time and from
time to time as shall be determined by the Committee. The Committee shall have
complete discretion in determining the number of Shares subject to Options
granted to each Participant, provided, however, that the aggregate Fair Market
Value (determined at the time the Award is made) of Shares with respect to which
any Participant may first exercise ISOs granted under the Plan during any
calendar year may not exceed $100,000 or such amount as shall be specified in
Section 422 of the Code and rules and regulation thereunder.
6.2 Option Agreement. Each Option grant shall be evidenced by an Agreement
that shall specify the type of Option granted, the Option Price (as hereinafter
defined), the duration of the Option, the number of Shares to which the Option
pertains, any conditions imposed upon the exercisability of Options in the event
of retirement, death, disability or other termination of employment, and such
other provisions as the Committee shall determine. The Agreement shall specify
whether the Option is intended to be an Incentive Stock Option within the
meaning of Section 422 of the Code or a Non-Qualified Stock Option not intended
to be within the provisions of Section 422 of the Code.
6.3 Option Price. The exercise price per share of Stock covered by an
Option ("Option Price") shall be determined by the Committee subject to the
following limitations. The Option Price shall not be less than 100% of the Fair
Market Value of such Stock on the Grant Date. An ISO granted to a Key Employee
who, at the time of grant, owns (within the meaning of Section 425(d) of the
Code) Stock possessing more than 10% of the total combined voting power of all
classes of Stock of the Company, shall have an Option Price which is at least
equal to 110% of the Fair Market Value of the Stock.
6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant provided, however, that no ISO
shall be exercisable later than the tenth (10th) anniversary date of its Award
Date. An ISO granted to a Key Employee who, at the time of grant, owns (within
the meaning of Section 425(d) of the Code) Stock possessing more than 10% of the
total combined voting power of all classes of Stock of the Company, shall be
exercisable no later than the fifth (5th) anniversary date of its Award Date.
6.5 Exercisability. Options granted under the Plan shall be exercisable at
such times and be subject to such restrictions and conditions as the Committee
shall determine, which need not be the same for all Participants. No Option,
however, shall be exercisable until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant.
6.6 Method of Exercise. Options shall be exercised by the delivery of a
written notice to the Company in the form prescribed by the Committee setting
forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares. The Option Price shall be payable to
the Company in full either in cash, by delivery of Shares of Stock valued at
Fair Market Value at the time of exercise, delivery of a promissory note (in the
Committee's discretion) or by a combination of the foregoing. As soon as
practicable, after receipt of written notice and payment, the Company shall
deliver to the Participant, stock certificates in an appropriate amount based
upon the number of Options exercised, issued in the Participant's name. No
Participant who is awarded Options shall have rights as a shareholder until the
date of exercise of the Options.
6.7 Restrictions on Stock Transferability. The Committee shall impose such
restrictions on any Shares acquired pursuant to the exercise of an Option under
the Plan as it may deem advisable, including, without limitation, restrictions
under the applicable Federal securities law, under the requirements of the
National Association of Securities Dealers, Inc. or any stock exchange upon
which such Shares are then listed and under any blue sky or state securities
laws applicable to such Shares.
6.8 Nontransferability of Options. No Option granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.
<PAGE>
ARTICLE VII
Change in Control
In the event of a Change in Control of the Company, the Committee, as
constituted before such Change in Control, in its sole discretion may, as to any
outstanding Award, either at the time the Award is made or any time thereafter,
take any one or more of the following actions: (i) provide for the acceleration
of any time periods relating to the exercise or realization of any such Award so
that such Award may be exercised or realized in full on or before a date
initially fixed by the Committee; (ii) provide for the purchase or settlement of
any such Award by the Company, upon a Participant's request, for an amount of
cash equal to the amount which could have been obtained upon the exercise of
such Award or realization of such Participant's rights had such Award been
currently exercisable or payable; (iii) make such adjustment to any such Award
then outstanding as the Committee deems appropriate to reflect such Change in
Control; or (iv) cause any such Award then outstanding to be assumed, or new
rights substituted therefor, by the acquiring or surviving corporation in such
Change in Control.
ARTICLE VIII
Modification, Extension and Renewals of Awards
Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Awards, or, if
authorized by the Board, accept the surrender of outstanding Awards (to the
extent not yet exercised) granted under the Plan and authorize the granting of
new Awards pursuant to the Plan in substitution therefor, and the substituted
Awards may specify a lower exercise price than the surrendered Awards, a longer
term than the surrendered Awards or may contain any other provisions that are
authorized by the Plan. The Committee may also modify the terms of any
outstanding Agreement. Notwithstanding the foregoing, however, no modification
of an Award, shall, without the consent of the Participant, adversely affect the
rights or obligations of the Participant.
ARTICLE IX
Amendment, Modification and Termination of the Plan
9.1 Amendment, Modification and Termination. At any time and from time to
time, the Board may terminate, amend, or modify the Plan. Such amendment or
modification may be without shareholder approval except to the extent that such
approval is required by the Code, pursuant to the rules under Section 16 of the
Exchange Act, by any national securities exchange or system on which the Stock
is then listed or reported, by any regulatory body having jurisdiction with
respect thereto or under any other applicable laws, rules or regulations.
9.2 Awards Previously Granted. No termination, amendment or modification
of the Plan other than pursuant to Section 4.3 herein shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
written consent of the Participant.
ARTICLE X
Withholding
10.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, State and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.
10.2 Stock Withholding. With respect to withholding required upon the
exercise of Nonqualified Stock Options, or upon the lapse of restrictions on
Stock thereby obtained, or upon the occurrence of any other similar taxable
event, Participants may elect, subject to the approval of the Committee, to
satisfy the withholding requirement, in whole or in part, by having the Company
withhold Shares of Stock having a Fair Market Value equal to the amount required
to be withheld. The value of the Shares to be withheld shall be based on Fair
Market Value of the Shares on the date that the amount of tax to be withheld is
to be determined. All elections shall be irrevocable and be made in writing,
signed by the Participant on forms approved by the Committee in advance of the
day that the transaction becomes taxable.
ARTICLE XI
Successors
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.
ARTICLE XII
General
12.1 Requirements of Law. The granting of Awards and the issuance of
Shares of Stock under this Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or self
regulatory organizations (i.e. exchanges) as may be required.
12.2 Effect of Plan. The establishment of the Plan shall not confer upon
any Key Employee or Non-Employee Director any legal or equitable right against
the Company, a Subsidiary or the Committee, except as expressly provided in the
Plan. The Plan does not constitute an inducement or consideration for the
employment of any Key Employee or for services of a Non-Employee Director, nor
is it a contract between the Company or any of its Subsidiaries and any Key
Employee or Non-Employee Director. Participation in the Plan shall not give any
Key Employee or Non-Employee Director any right to be retained in the employment
or service of the Company or any of its Subsidiaries.
12.3 Creditors. The interests of any Participant under the Plan or any
Agreement are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered.
12.4 Governing Law. The Plan, and all Agreements hereunder, shall be
governed, construed and administered in accordance with and governed by the laws
of the Commonwealth of Virginia and the intention of the Company is that ISOs
granted under the Plan qualify as such under Section 422 of the Code.
12.5 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
July 16, 1999
Board of Directors
Old Point Financial Corporation
One West Mellen Street
Hampton, Virginia 23663
Old Point Financial Corporation 1998 Stock Option Plan
Ladies and Gentlemen:
This letter is delivered to you in connection with the actions taken and
proposed to be taken by Old Point Financial Corporation, a Virginia corporation
("Old Point Financial"), with respect to the Old Point Financial Corporation
1998 Stock Option Plan (the "Plan"). As counsel to Old Point Financial, we have
reviewed the registration statement on Form S-8 (the "Registration Statement")
to be filed by Old Point Financial on or about July 16, 1999, with the
Securities and Exchange Commission to effect the registration of 125,000 shares
of common stock of Old Point Financial under the Securities Act of 1933, as
amended (the "Act") for issuance under the Plan.
In this regard, we have examined the Articles of Incorporation and Bylaws
of Old Point Financial, records of proceedings of the Board of Directors of Old
Point Financial, the Plan and such other records and documents as we have deemed
necessary or advisable in connection with the opinions set forth herein. In
addition, we have relied as to certain matters on information obtained from
public officials, officers of Old Point Financial and other sources believed by
us to be reliable.
Based upon our examination and inquiries, we are of the opinion that the
shares which constitute original issuance securities will, when issued pursuant
to the terms and conditions of the Plan, 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.
Very truly yours,
Mays & Valentine, L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Old Point Financial Corporation
We consent to the incorporation by reference in this
Registration Statement Under the Securities Act of 1933 on Form S-8 of our
report dated January 15, 1999, relating to the consolidated financial statements
of Old Point Financial Corporation as of December 31, 1998, 1997, and 1996, and
for each of the years in the three-year period ended December 31, 1998.
EGGLESTON SMITH P.C.
Newport News, Virginia
June 30, 1999
Contained in the opinion filed as
Exhibit 5 hereto.
POWER OF ATTORNEY
I, Robert F. Shuford, hereby constitute and appoint, Frank E.
Continetti, as my true and lawful attorney-in-fact, is hereby authorized for me
and in my name and on my behalf as a director and/or officer of Old Point
Financial Corporation (the "Registrant"), to execute any and all instruments as
such attorney, may deem necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended ("Act"), and any rules,
regulations, policies or requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration under the Act. The
authority granted hereby includes specifically, but is not limited to, the
authority to execute on my behalf any Registration Statement on Form S-8
relating to the Registrant pursuant to the Old Point Financial Corporation 1998
Stock Option Plan and any and all amendments to such Registration Statement,
together with such other supplements, statements, instruments and documents as
such attorneys or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ Robert F. Shuford
-------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Louis G. Morris, hereby constitute and appoint, Robert F. Shuford
and Frank E. Continetti, as my true and lawful attorneys-in-fact, either of
whom acting singly is hereby authorized for me and in my name and on my behalf
as a director and/or officer of Old Point Financial Corporation (the
"Registrant"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended ("Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act. The authority
granted hereby includes specifically, but is not limited to, the authority to
execute on my behalf any Registration Statement on Form S-8 relating to the
Registrant pursuant to the Old Point Financial Corporation 1998 Stock Option
Plan and any and all amendments to such Registration Statement, together with
such other supplements, statements, instruments and documents as such attorneys
or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ Louis G. Morris
----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Richard F. Clark, hereby constitute and appoint, Robert F.
Shuford and Frank E. Continetti, as my true and lawful attorneys-in-fact,
either of whom acting singly is hereby authorized for me and in my name and on
my behalf as a director and/or officer of Old Point Financial Corporation (the
"Registrant"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended ("Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act. The authority
granted hereby includes specifically, but is not limited to, the authority to
execute on my behalf any Registration Statement on Form S-8 relating to the
Registrant pursuant to the Old Point Financial Corporation 1998 Stock Option
Plan and any and all amendments to such Registration Statement, together with
such other supplements, statements, instruments and documents as such attorneys
or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ Gertrude S. Dixon
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Russell S. Evans, Jr., hereby constitute and appoint, Robert F.
Shuford and Frank E. Continetti, as my true and lawful attorneys-in-fact,
either of whom acting singly is hereby authorized for me and in my name and on
my behalf as a director and/or officer of Old Point Financial Corporation (the
"Registrant"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended ("Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act. The authority
granted hereby includes specifically, but is not limited to, the authority to
execute on my behalf any Registration Statement on Form S-8 relating to the
Registrant pursuant to the Old Point Financial Corporation 1998 Stock Option
Plan and any and all amendments to such Registration Statement, together with
such other supplements, statements, instruments and documents as such attorneys
or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ Russell S. Evans, Jr.
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, G. Royden Goodson, III, hereby constitute and appoint, Robert F.
Shuford and Frank E. Continetti, as my true and lawful attorneys-in-fact,
either of whom acting singly is hereby authorized for me and in my name and on
my behalf as a director and/or officer of Old Point Financial Corporation (the
"Registrant"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended ("Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act. The authority
granted hereby includes specifically, but is not limited to, the authority to
execute on my behalf any Registration Statement on Form S-8 relating to the
Registrant pursuant to the Old Point Financial Corporation 1998 Stock Option
Plan and any and all amendments to such Registration Statement, together with
such other supplements, statements, instruments and documents as such attorneys
or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ G. Royden Goodson, III
--------------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Arthur D. Greene, hereby constitute and appoint, Robert F.
Shuford and Frank E. Continetti, as my true and lawful attorneys-in-fact,
either of whom acting singly is hereby authorized for me and in my name and on
my behalf as a director and/or officer of Old Point Financial Corporation (the
"Registrant"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended ("Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act. The authority
granted hereby includes specifically, but is not limited to, the authority to
execute on my behalf any Registration Statement on Form S-8 relating to the
Registrant pursuant to the Old Point Financial Corporation 1998 Stock Option
Plan and any and all amendments to such Registration Statement, together with
such other supplements, statements, instruments and documents as such attorneys
or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ Arthur D. Greene
----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Steven D. Harris, hereby constitute and appoint, Robert F.
Shuford and Frank E. Continetti, as my true and lawful attorneys-in-fact,
either of whom acting singly is hereby authorized for me and in my name and on
my behalf as a director and/or officer of Old Point Financial Corporation (the
"Registrant"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended ("Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act. The authority
granted hereby includes specifically, but is not limited to, the authority to
execute on my behalf any Registration Statement on Form S-8 relating to the
Registrant pursuant to the Old Point Financial Corporation 1998 Stock Option
Plan and any and all amendments to such Registration Statement, together with
such other supplements, statements, instruments and documents as such attorneys
or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ Steven D. Harris
-----------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, John Cabot Ishon, hereby constitute and appoint, Robert F.
Shuford and Frank E. Continetti, as my true and lawful attorneys-in-fact,
either of whom acting singly is hereby authorized for me and in my name and on
my behalf as a director and/or officer of Old Point Financial Corporation (the
"Registrant"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended ("Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act. The authority
granted hereby includes specifically, but is not limited to, the authority to
execute on my behalf any Registration Statement on Form S-8 relating to the
Registrant pursuant to the Old Point Financial Corporation 1998 Stock Option
Plan and any and all amendments to such Registration Statement, together with
such other supplements, statements, instruments and documents as such attorneys
or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ John Cabot Ishon
--------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, Eugene M. Jordan, hereby constitute and appoint, Robert F.
Shuford and Frank E. Continetti, as my true and lawful attorneys-in-fact,
either of whom acting singly is hereby authorized for me and in my name and on
my behalf as a director and/or officer of Old Point Financial Corporation (the
"Registrant"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended ("Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act. The authority
granted hereby includes specifically, but is not limited to, the authority to
execute on my behalf any Registration Statement on Form S-8 relating to the
Registrant pursuant to the Old Point Financial Corporation 1998 Stock Option
Plan and any and all amendments to such Registration Statement, together with
such other supplements, statements, instruments and documents as such attorneys
or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ Eugene M. Jordan
-----------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, John B. Morgan, hereby constitute and appoint, Robert F. Shuford
and Frank E. Continetti, as my true and lawful attorneys-in-fact, either of
whom acting singly is hereby authorized for me and in my name and on my behalf
as a director and/or officer of Old Point Financial Corporation (the
"Registrant"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended ("Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act. The authority
granted hereby includes specifically, but is not limited to, the authority to
execute on my behalf any Registration Statement on Form S-8 relating to the
Registrant pursuant to the Old Point Financial Corporation 1998 Stock Option
Plan and any and all amendments to such Registration Statement, together with
such other supplements, statements, instruments and documents as such attorneys
or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ John B. Morgan
--------------------------
Signature
<PAGE>
POWER OF ATTORNEY
I, H. Robert Schappert, hereby constitute and appoint, Robert F.
Shuford and Frank E. Continetti, as my true and lawful attorneys-in-fact,
either of whom acting singly is hereby authorized for me and in my name and on
my behalf as a director and/or officer of Old Point Financial Corporation (the
"Registrant"), to execute any and all instruments as such attorneys, or either
of them, may deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended ("Act"), and any rules, regulations,
policies or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Act. The authority
granted hereby includes specifically, but is not limited to, the authority to
execute on my behalf any Registration Statement on Form S-8 relating to the
Registrant pursuant to the Old Point Financial Corporation 1998 Stock Option
Plan and any and all amendments to such Registration Statement, together with
such other supplements, statements, instruments and documents as such attorneys
or attorney deem necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 16th day of July, 1999.
/s/ H. Robert Schappert
-----------------------------
Signature
