As filed with the Securities and Exchange Commission on August 10, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
__________________
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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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Amount To Be Offering Price Per Aggregate Offering Registration Fee
Title of Securities To Be Registered Registered (1) Share (2) Price
-------------------------------------- ---------------- -------------------- ---------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 par value 190,000 $9.0625 $1,721,875 $455
====================================== ================ ==================== ====================== ==================
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(1) The amount of Common Stock registered hereunder shall be deemed to include
any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the Registrant.
(2) Pursuant to Rule 457(h), the offering price is based on the average of the
high ($9.13) and low ($9.00) prices as reported on The Nasdaq National
Market on August 7, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:
(1) the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999;
(2) the portions of the Registrant's definitive Proxy Statement
for the Annual Meeting of Shareholders held on April 25, 2000,
that have been incorporated by reference into the Form 10-KSB;
(3) the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2000; and
(4) the description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A, filed on
May 2, 1994 (the "Form 8-A").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. 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
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 earlier 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
Williams, Mullen, Clark & Dobbins, counsel to the Registrant, has
rendered its opinion that the shares of Common Stock constituting original
issuance securities, when issued pursuant to the terms and conditions of the
Plan, will be legally issued, fully paid and nonassessable. Such counsel does
not have a substantial interest in or connection with the Registrant or its
subsidiaries requiring disclosure herein.
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Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant against expenses and
liabilities incurred in legal proceedings to the full extent permitted by
Virginia law.
Item 7. Exemption from Registration Claimed
Not applicable.
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.*
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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
Item 9. Undertakings
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
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 the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement; and
(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.
(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.
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(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 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.
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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
8th day of August, 2000.
CENTRAL VIRGINIA BANKSHARES, INC.
By: /s/ Ralph Larry Lyons
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Ralph Larry Lyons
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Ralph Larry Lyons and Thomas R.
Thornton, Jr., either of whom may act individually, as attorneys-in-fact and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, any and
all amendments (including post-effective amendments) to this Registration
Statement, with any exhibits thereto, and any other documents to be filed with
the Securities and Exchange Commission pertaining to the registration of
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.
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.
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Signature Title Date
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<S> <C> <C>
/s/ Ralph Larry Lyons President, Chief Executive Officer and August 8, 2000
------------------------------------------- Director
Ralph Larry Lyons (Principal Executive Officer)
/s/ Charles F. Catlett, III Senior Vice President and August 8, 2000
------------------------------------------- Chief Financial Officer
Charles F. Catlett, III (Principal Financial Officer)
/s/ Thomas R. Thornton, Jr. Thomas R. Thornton, Jr. August 8, 2000
------------------------------------------- Assistant Vice President
Thomas R. Thornton, Jr. (Principal Accounting Officer)
/s/ John B. Larus Chairman of the Board of Directors August 8, 2000
-------------------------------------------
John B. Larus
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Fleming V. Austin Director August 8, 2000
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Fleming V. Austin
/s/ Charles W. Binford Director August 8, 2000
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Charles W. Binford
/s/ Garland L. Blanton, Jr. Director August 8, 2000
-------------------------------------------
Garland L. Blanton, Jr.
/s/ Charles B. Goodman Director August 8, 2000
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Charles B. Goodman
/s/ Elwood C. May Director August 8, 2000
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Elwood C. May
Director August , 2000
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James T. Napier
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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
