<PAGE> 1
As filed with the Securities and Exchange Commission on October 2, 1998
Registration No. 333-14417
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CENTURY BANCSHARES, INC.
DELAWARE 52-1489098
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1275 PENNSYLVANIA AVENUE, N.W. JOSEPH S. BRACEWELL
WASHINGTON, D.C. 20004 1275 PENNSYLVANIA AVENUE, N.W.
(202) 496-4000 WASHINGTON, D.C. 20004
(Address, including zip code, and (202) 496-4000
telephone number, including area code, of (Name, address, including zip code,
Registrant's principal executive offices) and telephone number, including
area code, of agent for service)
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Copy to:
JOHN R. BRANTLEY
BRACEWELL & PATTERSON, L.L.P.
711 LOUISIANA STREET, SUITE 2900
HOUSTON, TEXAS 77002-2781
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [X]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion
October 2, 1998
CENTURY BANCSHARES, INC.
169,072 Shares of Common Stock
Issuable Upon Exercise of Warrants to Purchase Common Stock
The 169,072 shares of Common Stock, $1.00 par value per share (the "Common
Stock"), of Century Bancshares, Inc., a Delaware corporation (the "Company"),
offered hereby (the "Offering") are issuable from time to time after November
14, 1996, upon exercise of certain warrants (the "Warrants") to purchase shares
of Common Stock issued on November 14, 1995 by the Company. The shares offered
hereby include 143,321 shares of Common Stock initially issuable upon exercise
of the Warrants; an additional 25,751 shares of Common Stock issuable upon
exercise of the Warrants as a result of the payment by the Company of a 7% stock
dividend in 1996, a 5% stock dividend in 1997 and a 5% stock dividend in 1998;
and such additional shares of Common Stock as may become issuable as a result of
future stock splits, stock dividends, share reclassifications, mergers or
consolidations and certain other capital readjustments and events. THE WARRANTS
EXPIRE IF NOT EXERCISED PRIOR TO 5:00 P.M. EASTERN TIME ON NOVEMBER 16, 1998.
The Common Stock is listed for quotation on the Nasdaq SmallCap Market
under the symbol "CTRY." As of the date of this Prospectus, there were
143,321 Warrants outstanding. Each Warrant entitles the holder to purchase
1.179675 shares of Common Stock at a price of $4.875 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH ANY INVESTMENT IN THE COMMON STOCK.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC") OR ANY OTHER FEDERAL OR STATE
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
================================================================================================================
Price to Underwriting Discounts Proceeds to the
Warrantholder and Commissions (1) Company (2)
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<S> <C> <C> <C>
Per Share (3)................ $4.875 None $4.875
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Total........................ $824,226 None $824,226
================================================================================================================
</TABLE>
(1) No commissions or brokerage fees will be paid by the Company in
connection with the exercise of the Warrants.
(2) Before deducting expenses of this offering, which were approximately
$121,000.
(3) Each Warrant is exercisable for 1.179675 shares of Common Stock.
The date of this Prospectus is October _, 1998.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information.................................................................. 3
Incorporation of Certain Documents By Reference........................................ 3
Prospectus Summary..................................................................... 5
Risk Factors........................................................................... 6
Use of Proceeds........................................................................ 8
Plan of Distribution................................................................... 9
Experts................................................................................ 9
Legal Matters.......................................................................... 9
</TABLE>
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND ANY
INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES
OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In accordance therewith,
the Company files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at Commission's regional offices at 7 World Trade
Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials may be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal offices in Washington, D.C. The Company is required to file its
reports, proxy statements and other information with the Commission
electronically. The Commission maintains a site on the World Wide Web that
contains documents filed with the Commission electronically. The address of such
site is http://www.sec.gov, and reports, proxy statements and other information
filed by the Company may be inspected at such site.
The Company has filed with the Commission a Registration Statement on Form
S-1, as amended on Form S-3 (including all amendments, the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Common Stock offered hereby. This Prospectus, which
is filed as part of the Registration Statement, does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain items of which were omitted in accordance with the
rules and regulations of the Commission. Statements made in this Prospectus
concerning the contents of any contract, agreement or other document referred to
are summaries of the terms of such contract, agreement or other document and are
not necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is hereby
made to the exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such reference.
The Registration Statement, including the exhibits and schedules thereto, is on
file at the offices of the Commission and may be obtained upon payment of the
fee prescribed by the Commission or may be examined without charge at the public
reference facilities of the Commission or at the Commission's World Wide Web
site as described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, or portions of documents, previously filed by the
Company with the Commission are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998;
4. The Company's Current Report on Form 8-K dated October 10, 1997; and
5. The description of the capital stock of the Company contained in the
Company's Exchange Act Registration Statement on Form 8-A filed with the
Commission on September 18, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of Common Stock pursuant hereto shall be deemed
to be incorporated by reference in this Prospectus.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement and this Prospectus to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be
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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 the Registration Statement or this
Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the information that has been incorporated herein by
reference, other than exhibits to such information (unless such exhibits are
specifically incorporated by reference into such information). Requests should
be directed to Corporate Secretary, Century Bancshares, Inc., 1275 Pennsylvania
Avenue, N.W., Washington, D.C. 20004, telephone: (202) 496-4000.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and consolidated financial
statements, including the notes thereto, appearing elsewhere or incorporated by
reference in this Prospectus. As used in this Prospectus, unless the context
otherwise requires, the term "Company" means Century Bancshares, Inc. and its
subsidiary, Century National Bank.
<TABLE>
<S> <C>
THE COMPANY......................... Century Bancshares, Inc., a Delaware corporation and a registered bank holding
company under the Bank Holding Company Act of 1956, as amended, was
incorporated and organized in 1985. The Company began active operations in
April 1986 with the acquisition of its subsidiary, Century National Bank
("Bank"), a full service bank which opened for business in May 1982. The
Company's principal executive offices are located at 1275 Pennsylvania
Avenue, N.W., Washington, D.C. 20004, and its telephone number at that
address is (202) 496-4000.
THE OFFERING ....................... This Prospectus relates to the issuance by the Company of up to 169,072 shares
of Common Stock, upon exercise of 143,321 Warrants. Because the Company
has paid several stock dividends, each Warrant currently entitles the holder to
purchase 1.179675 shares of Common Stock at a price of $4.875 per share,
subject to adjustment in certain circumstances.
WARRANTS............................ The Warrants were originally issued in an offering to the Company's
stockholders exempt from registration under the Securities Act. Each Warrant
initially entitled the holder thereof to purchase one share of Common Stock at
a price of $5.75 per share, subject to adjustment in certain circumstances.
Because the Company paid a 7% stock dividend in 1996, a 5% stock dividend
in 1997 and a 5% stock dividend in 1998, each Warrant currently entitles the
holder to purchase 1.179675 shares of Common Stock at a price of $4.875 per
share. THE WARRANTS MAY BE EXERCISED AT ANY TIME AFTER NOVEMBER 14, 1996
AND PRIOR TO 5:00 P.M. EASTERN TIME ON NOVEMBER 16, 1998. The Warrants
may be repurchased by the Company at any time on or after November 14, 1997
at a price of $.26 per Warrant on not less than 30 days written notice given by
the Company. The Company does not intend to repurchase the Warrants.
USE OF PROCEEDS..................... The estimated net proceeds of the Offering to be received by the Company,
assuming all Warrants are exercised, and after deducting legal, financial,
accounting, printing and distribution expenses incurred in connection with the
Offering, and taking into account proceeds received on the exercise of Warrants
prior to the date of this Prospectus, will be approximately $824,226. The
proceeds from the Offering will be used for general corporate purposes. See
"Use of Proceeds."
RISK FACTORS........................ The Common Stock offered hereby involves certain risks. Holders of Warrants
should consider carefully and thoroughly the information contained in this
Prospectus, and in particular, the information contained under the caption "Risk
Factors."
</TABLE>
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RISK FACTORS
An investment in the Common Stock offered hereby involves certain risks.
The following factors, in addition to those discussed elsewhere in this
Prospectus, should be considered carefully before purchasing shares of Common
Stock.
EXPOSURE TO LOCAL ECONOMIC CONDITIONS
The Company's success is dependent to a significant extent upon general
economic conditions in the Washington, D.C. metropolitan area which are, in
turn, dependent to a large extent on the Federal government, particularly its
local employment and spending levels. In addition, the banking industry in the
Washington, D.C. metropolitan area, similar to other geographic markets, is
affected by general economic conditions such as inflation, recession,
unemployment and other factors beyond the Company's control. Economic recession
over a prolonged period or other economic dislocation in the Washington, D.C.
metropolitan area, or a substantial reduction in the level of employment or
local spending by the Federal government, could cause increases in nonperforming
assets, thereby causing operating losses, impairing liquidity and eroding
capital. There can be no assurance that future adverse changes in the economy in
the Washington, D.C. metropolitan area would not have a material adverse effect
on the Company's financial condition, results of operations or cash flows.
INTEREST RATE RISK AND NET INTEREST MARGIN
The Company's earnings depend to a great extent on "rate differentials,"
which are the differences between interest income that the Company earns on
loans and investments and the interest expense paid on deposits and other
borrowings. These rates are highly sensitive to many factors which are beyond
the Company's control, including general economic conditions and the policies of
various government and regulatory authorities. From time to time, maturities of
assets and liabilities are not balanced, and a rapid increase or decrease in
interest rates could have an adverse effect on the net interest margin and
results of operations of the Company. The nature, timing and effect of any
future changes in federal monetary and fiscal policies on the Company and its
results of operations are not predictable.
REGULATION AND SUPERVISION
Bank holding companies and banks operate in a highly regulated environment
and are subject to extensive supervision and examination by several federal and
state regulatory agencies. The Company is subject to the Bank Holding Company
Act of 1956, as amended and to regulation and supervision by the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"). The Bank,
as a national banking association, is subject to regulation and supervision by
the Office of the Comptroller of the Currency and, as a result of the insurance
of its deposits, by the Federal Deposit Insurance Corporation. These agencies'
regulations are intended primarily for the protection of depositors, rather than
for the benefit of investors. These agencies' regulations, among other things,
impose percentage limitations on the acquisition of shares of Common Stock
without prior agency approval, require the satisfaction by the Bank and the
Company of certain minimum capital standards and limit the activities which may
be conducted by the Company and the Bank. In addition, other agencies regulate
certain aspects of the Bank's lending activities. All of these agencies can be
expected to continue to propose new regulatory and legislative actions which
would affect the operations of the Company and which may alter the competitive
nature of the banking business. The effects of any potential changes cannot be
predicted but could adversely affect the business and operations of the Company
and the Bank in the future.
RESTRICTIONS ON PAYMENT OF DIVIDENDS
The Company has not paid any cash dividends on the Common Stock to date,
and it intends during the near term to retain any earnings available for
dividends for the development and growth of its business. Although the Company's
long-term plan calls for the payment of cash dividends when circumstances
permit, no assurance may be given if or when the Company will adopt a policy of
paying cash dividends. Federal Reserve Board policy limits the payment of
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cash dividends by bank holding companies and requires that the holding company
serve as a source of strength to its banking subsidiaries. The Company's
principal source of funds to pay dividends on the shares of Common Stock will be
cash dividends that the Company receives from the Bank. The payment of dividends
by the Bank to the Company is subject to certain restrictions imposed by federal
banking laws, regulations and authorities.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS IN THE CHARTER, BYLAWS AND
DELAWARE LAW
The Company's Certificate of Incorporation, as amended, and Bylaws contain
certain provisions which may delay, discourage or prevent an attempted
acquisition or change of control of the Company. These provisions, among other
things, impose certain procedural requirements on stockholders of the Company
who wish to make nominations for elections of directors or propose other actions
at stockholder meetings, authorize the Board of Directors to fix the rights and
preferences of the shares of series of preferred stock without stockholder
approval, prohibit stockholder action by written consent and limit the ability
of stockholders to call special meetings of stockholders. In addition, certain
provisions of the Delaware General Corporation Law prohibit a Delaware
corporation from engaging in a broad range of business combinations with an
"interested stockholder" for a period of three years following the date that
such stockholder became an interested stockholder, subject to certain
exceptions.
MANAGEMENT'S OWNERSHIP INTEREST
The executive officers and directors of the Company own beneficially
approximately 30% of such class outstanding, including shares issuable upon the
exercise of options and Warrants held by such executive officers and directors.
Accordingly, these executive officers and directors will be able to influence,
to a significant extent, the outcome of all matters required to be submitted to
the Company's stockholders for approval, including decisions relating to the
election of directors of the Company and other significant corporate
transactions.
COMPETITION
The Bank is subject to vigorous competition in all aspects and areas of
its business from banks and other financial institutions, including savings and
loan associations, savings banks, finance companies, credit unions and other
providers of financial services, such as money market mutual funds, brokerage
firms, consumer finance companies and insurance companies. The Bank competes in
its market area with a number of much larger financial institutions with greater
resources, lending limits, larger branch systems and a wider array of commercial
banking services. The Company believes the Bank has been able to compete
effectively with other financial institutions by emphasizing customer service,
establishing long-term customer relationships, building customer loyalty and
providing products and services designed to address the specific needs of its
customers. No assurance may be given, however, that the Bank will continue to be
able to compete effectively with other financial institutions in the future.
DEPENDENCE ON KEY EMPLOYEES
To a large extent, the Company is dependent upon the experience and
abilities of certain key employees, including the services of Mr. Joseph S.
Bracewell, its President. Should the services of these employees become
unavailable for any reason, the business of the Company could be adversely
affected. The Company and Mr. Bracewell are parties to an Employment Agreement
providing for his continued employment by the Company through August 1999.
FORWARD LOOKING STATEMENTS
This Prospectus includes or incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act, and Section
21E of the Exchange Act, that are based on the beliefs of, as well as
assumptions made by and information available to, the Company's management at
the time such statements are or were made. All statements other than statements
of historical facts included or incorporated by reference in this Prospectus,
regarding the Company's financial position, business strategy and plans and
objectives of management of the Company for future
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operations, are forward-looking statements. When used in this Prospectus or in
material incorporated by reference herein the words "anticipate," "believe,"
"estimate," "project," "predict," "expect," "intend" and words or phrases of
similar import, as they relate to the Company or its subsidiaries or Company
management, are intended to identify forward-looking statements. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the Company's expectations ("cautionary statements") are
contained under the caption "Risk Factors" and elsewhere in this Prospectus,
including, without limitation, in conjunction with the forward-looking
statements included in this Prospectus. Based upon changing conditions, should
any one or more of these risks or uncertainties materialize, or should any
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, projected,
predicted, expected or intended. The Company does not intend to update these
forward-looking statements. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the applicable cautionary statements.
USE OF PROCEEDS
The estimated net proceeds of the Offering to be received by the Company,
assuming that all Warrants are exercised, and after deducting legal, financial,
accounting, printing and distribution expenses in connection with the Offering,
and taking into account proceeds received on the exercise of Warrants prior to
the date of this Prospectus, will be approximately $824,226. The net proceeds
will be used by the Company for general corporate purposes, including but not
limited to, using such proceeds as additional capital to support the Bank's
growth and expansion program.
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PLAN OF DISTRIBUTION
The shares of Common Stock issuable upon the exercise of the Warrants are
being offered by the Company through its officers and directors who will receive
no commissions or other direct or indirect compensation in connection therewith.
This Prospectus will be delivered to all Warrant holders of record as of the
date hereof. Any supplement to this Prospectus or any prospectus contained in an
amendment to the Registration Statement of which this Prospectus is a part will
be provided to all Warrant holders of record on the date the same is filed with
or declared effective by the Securities and Exchange Commission, as applicable.
Each Warrant entitles the holder to purchase 1.179675 shares of Common
Stock at a price of $4.875 per share through November 16, 1998 (the "Expiration
Date"). Persons who wish to exercise their Warrants must deliver an executed
Warrant with the Subscription Form, duly executed and accompanied by payment in
check or money order payable to "Century Bancshares, Inc." (the "Warrant
Agent"). All payments must be received by the Warrant Agent prior to the
Expiration Date, and Warrants which are not exercised prior to the Expiration
Date will expire.
The Company may redeem the Warrants, in whole or in part, at any time
after November 14, 1997 until the Expiration Date. The Company does not intend
to redeem the Warrants.
EXPERTS
The consolidated statements of financial condition as of December 31, 1997
and 1996 and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the years in the three year period ended
December 31, 1997 have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock will be passed upon for the
Company by Bracewell & Patterson, L.L.P., Houston, Texas. Mr. John R. Cope, a
director and officer of the Company as well as the Bank, is a partner in the law
firm of Bracewell & Patterson, L.L.P. The Company believes that Mr. Cope and
other partners of Bracewell & Patterson, L.L.P. beneficially own in the
aggregate approximately 1.4% of the shares of Common Stock.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the shares
of Common Stock being registered. All amounts shown below are estimates, except
the registration fee:
<TABLE>
<S> <C>
Registration fee of Securities and Exchange Commission.................. $ 304
Accountants' fees and expenses.......................................... $ 30,000
Legal fees and expenses................................................. $ 75,000
Printing fees........................................................... $ 15,000
Miscellaneous........................................................... $ 696
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Total.............................................................. $ 121,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law
Section 145 of the Delaware General Corporation Law provides generally
that a person sued as a director, officer, employee or agent of a corporation
may be indemnified by the corporation for reasonable expenses, including
attorneys' fees, if in the case of other than derivative suits, such person has
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation (and, in the case of a
criminal proceeding, had no reasonable cause to believe that such person's
conduct was unlawful). In the case of a derivative suit, an officer, employee or
agent of the corporation may be indemnified by the corporation for reasonable
expenses, including attorneys' fees, if such person has acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
the case of a derivative suit in respect of any claim as to which an officer,
employee or agent has been adjudged to be liable to the corporation unless that
person is fairly and reasonably entitled to indemnity for proper expenses.
Indemnification is mandatory in the case of a director, officer, employee, or
agent who is successful on the merits in defense of a suit against such person.
Certificate of Incorporation
Consistent with applicable law, the Company's Certificate of Incorporation
limits a director's monetary liability to the Company or its stockholders for
breach of fiduciary duty, except for breaches of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, unlawful dividend payments or acts from which the director
derived an improper personal benefit. The Company's Certificate of Incorporation
does not limit the availability of equitable remedies based on breach of
fiduciary duty and does not limit a director's liability for violations of the
federal securities laws. The Company believes that the foregoing provisions of
its Certificate of Incorporation may assist it in attracting and retaining
qualified individuals to serve on its Board of Directors.
Indemnification Agreements
The Company has entered into indemnification agreements with its officers
and directors. The indemnification agreements require the Company to indemnify
each of such persons to the full extent permitted by Delaware law and provide
for the advancement of expenses to them on receipt of an undertaking to repay
any advances to which such persons are later determined not to be entitled.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
4.1 Form of Warrant.
4.2 Form of Common Stock certificate.
5 Opinion and Consent of Bracewell & Patterson, L.L.P., as to
the validity of the Common Stock registered hereunder.
23.1* Consent of KPMG Peat Marwick LLP, independent auditors of
the Company.
23.2 Consent of Bracewell & Patterson, L.L.P. (included in the
opinion filed as Exhibit 5 hereto).
24 Powers of Attorney.
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*Filed herewith. All other exhibits previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
Provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment should be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a
II-2
<PAGE> 13
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 14
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 caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the District of Columbia on the 2d day of October, 1998.
CENTURY BANCSHARES, INC.
(Registrant)
By:
----------------------------------------
Joseph S. Bracewell
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities indicated and on the 2d day of October, 1998.
Signature Title
- ---------------------------------- Chairman of the Board, President
Joseph S. Bracewell and Chief Executive Officer
(Principal Financial and
Accounting Officer)
/s/ GEORGE CONTIS* Director
- ----------------------------------
George Contis
/s/ JOHN R. COPE* Director and Vice President
- ----------------------------------
John R. Cope
/s/ BERNARD J. CRAVATH* Director
- ----------------------------------
Bernard J. Cravath
/s/ NEAL R. GROSS* Director
- ----------------------------------
Neal R. Gross
/s/ JOSEPH H. KOONZ, JR.* Director
- ----------------------------------
Joseph H. Koonz, Jr.
/s/ WILLIAM McKEE* Director
- ----------------------------------
William McKee
/s/ WILLIAM C. OLDAKER* Director and Secretary
- ----------------------------------
William C. Oldaker
*By:
-----------------------------
Joseph S. Bracewell
Attorney-in-Fact
II-4
<PAGE> 15
INDEX TO EXHIBITS
4.1 Form of Warrant.
4.2 Form of Common Stock certificate.
5 Opinion and Consent of Bracewell & Patterson, L.L.P., as to
the validity of the Common Stock Registered hereunder.
23.1* Consent of KPMG Peat Marwick LLP, independent auditors of
the Company.
23.2 Consent of Bracewell & Patterson, L.L.P. (included in the
opinion filed as Exhibit 5 hereto).
24 Powers of Attorney.
- --------------------
*Filed herewith. All other exhibits previously filed.
<PAGE> 1
Consent of Independent Auditors
The Board of Directors
Century Bancshares, Inc.:
We consent to the use of our report dated February 26, 1998 incorporated
herein by reference, and to the reference to our firm under the heading
"Experts" in the Prospectus.
KPMG Peat Marwick LLP
Washington, D.C.
October 2, 1998
