As filed with the Securities and Exchange Commission on October 20, 2000.
Registration No. 333-43462
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CENTRAL VIRGINIA BANKSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1467806
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2036 New Dorset Road, Powhatan, Virginia 23139
(Address of Principal Executive Offices) (Zip Code)
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CENTRAL VIRGINIA BANKSHARES, INC.
1998 INCENTIVE PLAN
(Full Title of the Plan)
R. Brian Ball, Esq.
Williams, Mullen, Clark & Dobbins, P.C.
1021 East Cary Street, 16th floor
Richmond, Virginia 23219
(804) 643-1991
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Articles of Incorporation, including amendments thereto
(incorporated herein by reference to Exhibit 2 to the
Registrant's Form 8-A filed with the SEC on May 2, 1994).
4.2 Bylaws (incorporated herein by reference to Exhibit 3 to the
Registrant's Form 8-A filed with the SEC on May 2, 1994).
4.3 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 1 to the Registrant's Form 8-A filed with
the SEC on May 2, 1994).
4.4 Central Virginia Bankshares, Inc. 1998 Incentive Plan.*
5 Opinion of Williams, Mullen, Clark & Dobbins.**
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5).**
23.2 Consent of Mitchell, Wiggins & Company LLP.***
24 Powers of Attorney (included on Signature Page).**
______________
* Filed herewith and replaces exhibit previously filed.
** Previously filed.
*** Filed herewith.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Powhatan, Commonwealth of Virginia, on this
11th day of October, 2000.
CENTRAL VIRGINIA BANKSHARES, INC.
By: /s/ Ralph Larry Lyons
-------------------------------------
Ralph Larry Lyons
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ralph Larry Lyons President, Chief Executive Officer and October 11, 2000
------------------------------------------- Director
Ralph Larry Lyons (Principal Executive Officer)
/s/ Charles F. Catlett, III Senior Vice President and October 11, 2000
------------------------------------------- Chief Financial Officer
Charles F. Catlett, III (Principal Financial Officer)
/s/ Thomas R. Thornton, Jr. Thomas R. Thornton, Jr. October 11, 2000
------------------------------------------- Assistant Vice President
Thomas R. Thornton, Jr. (Principal Accounting Officer)
* Chairman of the Board of Directors October 11, 2000
-------------------------------------------
John B. Larus
* Director October 11, 2000
-------------------------------------------
Fleming V. Austin
* Director October 11, 2000
-------------------------------------------
Charles W. Binford
* Director October 11, 2000
-------------------------------------------
Garland L. Blanton, Jr.
<PAGE>
Signature Title Date
--------- ----- ----
* Director October 11, 2000
-------------------------------------------
Charles B. Goodman
* Director October 11, 2000
-------------------------------------------
Elwood C. May
Director October __, 2000
-------------------------------------------
James T. Napier
</TABLE>
* Thomas R. Thornton, Jr., by signing his name hereto, signs this
document on behalf of each of the persons indicated by an asterisk above
pursuant to powers of attorney duly executed by such persons and previously
filed with the Securities and Exchange Commission as part of the registration
statement.
Date: October 11, 2000 /s/ Thomas R. Thornton, Jr.
-----------------------------------
Thomas R. Thornton, Jr.
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
----------- --------
4.1 Articles of Incorporation, including amendments thereto
(incorporated herein by reference to Exhibit 2 to the
Registrant's Form 8-A filed with the SEC on May 2, 1994).
4.2 Bylaws (incorporated herein by reference to Exhibit 3 to the
Registrant's Form 8-A filed with the SEC on May 2, 1994).
4.3 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 1 to the Registrant's Form 8-A filed
with the SEC on May 2, 1994).
4.4 Central Virginia Bankshares, Inc. 1998 Incentive Plan.*
5 Opinion of Williams, Mullen, Clark & Dobbins.**
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5).**
23.2 Consent of Mitchell, Wiggins & Company LLP.***
24 Powers of Attorney (included on Signature Page).**
--------------
* Filed herewith and replaces exhibit previously filed.
** Previously filed.
*** Filed herewith.
