Registration No. 33-
As filed with the Securities and Exchange Commission
on March 22, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SCOTT & STRINGFELLOW FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1315256
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
909 East Main Street, Richmond, Virginia 23219
(Address of Principal Executive Offices) (Zip Code)
SCOTT & STRINGFELLOW FINANCIAL, INC. EMPLOYEE STOCK PURCHASE PLAN
As amended on October 17, 1995
(Full title of the plan)
Charles E. Mintz, Chief Financial Officer
Scott & Stringfellow Financial, Inc.
909 East Main Street, Richmond, Virginia 23219
(Name and address of agent for service)
(804) 643-1811
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the registration statement.
This is page 1 of 9 pages.
Exhibit Index appears on page 6.
CALCULATION OF REGISTRATION FEE:
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered (1) share (2) price fee
Common stock 150,000 $ 14.0625 $ 2,109,375 $1,054.69
(1) Represents the maximum number of shares of Common Stock of Scott &
Stringfellow Financial, Inc. (the "Company") that may be offered and sold
hereunder.
(2) Estimated solely for purposes of calculating the registration fee. Based
on the average of the high and low prices for the Common Stock reported in the
National Association of Security Dealers Automated Quotation System on March
20, 1996. In addition, pursuant to Rule 416 under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described above.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of this Registration Statement is to register 150,000
additional shares of Common Stock, $.10 par value, of Scott & Stringfellow
Financial, Inc., pursuant to the Scott & Stringfellow Financial, Inc. 1992
Employee Stock Purchase plan, as amended and restated on October 17, 1995, and
interests of participation to be offered and sold pursuant to such plan. The
Registrant hereby incorporates by reference all information included in its
Form S-8 Registration Statement No. 33-54700 (filed on November 18, 1992).
Item 8. Exhibits
See Index to Exhibits.
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia,
on March 22, 1996.
SCOTT & STRINGFELLOW FINANCIAL, INC.
Registrant
By:
/S/ Charles E. Mintz
Charles E. Mintz
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Board of Directors
/S/ Sidney Buford Scott Chairman of the Board
Sidney Buford Scott March 22, 1996
/S/ Frederic S. Bocock Vice Chairman of the Board
Frederic S. Bocock March 22, 1996
President and Chief Executive Officer
and Director
/S/ John Sherman, Jr. (Principal Executive Officer)
John Sherman, Jr. March 22, 1996
Executive Vice President and
/S/ David Plageman Director
David Plageman March 22, 1996
Executive Vice President and
/S/ William F. Calliott Director
William F. Calliott March 22, 1996
Senior Vice President and
(not signed) Director
R. Bruce Campbell March 22, 1996
Senior Vice President and
/S/ John J. Muldowney Director
John J. Muldowney March 22, 1996
Senior Vice President and
/S/ Steven C. DeLaney Director
Steven C. DeLaney March 22, 1996
(not signed) Director
William P. Schubmehl March 22, 1996
/S/ William W. Berry Director
William W. Berry March 22, 1996
/S/ Robert L. Hintz Director
Robert L. Hintz March 22, 1996
/S/ R. Gordon Smith Director
R. Gordon Smith March 22, 1996
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the members
of the plan Administration Committee have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on March 22,
1996.
SCOTT & STRINGFELLOW FINANCIAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /S/ David Plageman
David Plageman
Chairman of the plan
Administration Committee
EXHIBITS
TO
SCOTT & STRINGFELLOW FINANCIAL, INC.
REGISTRATION STATEMENT ON FORM S-8
MARCH 22, 1996
Exhibit Index
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit No. Page No.
5.1 Opinion and Consent of McGuire, Woods,
Battle & Boothe, Counsel to the Company
as to the validity of the Common Stock
offered hereunder 7
23.1 Consent of Independent Auditor 8
23.2 Consent of McGuire, Woods, Battle & Boothe
(included in Exhibit 5.1)
99.1 Scott & Stringfellow Financial, Inc. 9
Employee Stock Purchase Plan
(as amended and restated)
EXHIBIT 5.1
March 22, 1996
Scott & Stringfellow Financial, Inc.
909 East Main Street
Richmond, Virginia 23219
Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Registration Statement"), covering interests of participation and up to
150,000 shares of Common Stock, par value $.10 per share, of Scott &
Stringfellow Financial, Inc. (the "Company") to be issued pursuant to the
Scott & Stringfellow Financial, Inc. Employee Stock Purchase Plan (the
"Plan"). Such interests of participation in the Plan and the 150,000 shares
of Common Stock are referred to herein as the "Securities."
We are familiar with the Registration Statement and have examined such
corporate documents and records, including the Plan, and such matters of law
as we have considered appropriate to enable us to render the following
opinion. On the basis of the foregoing, we are of the opinion that:
1. The Securities, when issued in accordance with the related
resolutions of the Board of Directors, the terms of the Securities and the
terms of the Plan, will be duly authorized, validly issued, fully paid and
nonassessable.
2. The provisions of the written documents constituting the
Plan comply with the requirements of the Internal Revenue Code of 1986, as
amended (the "Code"), pertaining to such provisions.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
McGuire, Woods, Battle & Boothe, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Scott & Stringfellow Financial, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Scott & Stringfellow Financial, Inc. of our report dated August 7,
1995, relating to the consolidated statements of financial condition of Scott
& Stringfellow Financial, Inc. and subsidiaries as of June 30, 1995 and June
24, 1994 and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for the years ended June 30, 1995, June
24, 1994, and June 25, 1993, and our report on the financial statement
Schedules III and IX dated August 7, 1995 relating to Scott & Stringfellow
Financial, Inc. As of June 30, 1995 and June 24, 1994 and for the years ended
June 30, 1995, June 24, 1994, and June 25, 1993, which reports appear or are
incorporated by reference in the June 30, 1995 annual report on Form 10-K of
Scott & Stringfellow Financial, Inc. We also consent to incorporation by
reference in the Registration Statement of our report dated March 3, 1995,
relating to the statements of financial condition of the Scott & Stringfellow
Financial, Inc. 1992 Employee Stock Purchase plan as of December 31, 1994 and
1993, and the related statements of income and changes in plan equity for the
years then ended, which report appears in the December 31, 1994 annual report
on Form 11K of the Plan.
KPMG PEAT MARWICK LLP
Richmond, Virginia
March 18, 1996
EXHIBIT 99.1
The Scott & Stringfellow Financial, Inc. Employee Stock Purchase Plan, as
amended and restated, is hereby incorporated by reference to Exhibit A of the
Definitive Proxy Statement of Scott & Stringfellow Financial, Inc., which was
filed with the Securities and Exchange Commission on September 21, 1995.
