As filed with the Securities and Exchange Commission on
February 4, 1998.
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
CFW COMMUNICATIONS COMPANY
(Exact name of Registrant as specified in its Charter)
Virginia 54-1443350
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
(Address of principal executive office, including zip code)
CFW COMMUNICATIONS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
______________________
James S. Quarforth
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
(703) 946-3500
(Name, address, including zip code, and telephone number
including area code, of agent for service)
With copies to:
David M. Carter, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
___________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share(1) price fee
Common Stock, 50,000
no par value shares $21.32 $1,066,000 $314.47
(1) Calculated pursuant to Rule 457(c) on the basis of $21.32
per share, which was the average of the high and low prices of
the Common Stock as quoted on the Nasdaq National Market on
February 2, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and
Exchange Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Commission
pursuant to the Exchange Act, are incorporated by reference in
this Prospectus:
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
2. The Company's Quarterly Reports on Forms 10-Q for
the quarter ended March 31, 1997, June 30, 1997 and
September 30, 1997.
3. The description of common stock, no par value,
contained in the Company's Registration Statement
under the Exchange Act, including any amendment or
report filed to update the description.
In addition, all documents filed pursuant to Sections
13(a) and 13(c) of the Exchange Act after the date of the
Prospectus and prior to the termination of the offering of shares
of the Company's Common Stock pursuant to the CFW Communications
Company Employee Stock Purchase Plan (the "Plan"), any definitive
proxy or information statement filed pursuant to Section 14 of
the Exchange Act in connection with any subsequent meeting
of shareholders and any reports filed pursuant to Section 15(d)
of the Exchange Act prior to any such termination of the offering
of shares, shall be deemed to be incorporated by reference in the
Prospectus and to be a part hereof from the date of filing of
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 the
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document that 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 the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the
registrant's Bylaws require, indemnification of the registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act.
Under Sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act, a Virginia corporation generally is authorized
to indemnify its directors and officers in civil or criminal
actions if they acted in good faith and believed their conduct to
be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The registrant's Bylaws require
indemnification of directors and officers with respect to certain
liabilities, expenses and other amounts imposed upon them by
reason of having been a director or officer, except in the case
of willful misconduct or a knowing violation of criminal law. In
addition, the registrant carries insurance on behalf of
directors, officers, employees or agents that may cover
liabilities under the Securities Act. The registrant's Bylaws
also provide that, to the full extent the Virginia Stock
Corporation Act (as it presently exists or may hereafter be
amended) permits the limitation or elimination of the liability
of directors and officers, no director or officer of the
registrant shall be liable to the registrant or its shareholders
for monetary damages with respect to any transaction, occurrence
or course of conduct. Section 13.1-692.1 of the Virginia Stock
Corporation Act presently permits the elimination of liability of
directors and officers in any proceeding brought by or in the
right of the registrant or brought by or on behalf of
stockholders of the registrant, except for liability resulting
from such person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law, including, without limitation, any unlawful
insider trading or manipulation of the market for any security.
Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia
Stock Corporation Act are hereby incorporated by reference
herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation, as amended (filed as
Exhibit 3.1 to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1995, and
incorporated herein by reference)
5.1 Opinion of Hunton & Williams as to the legality of the
securities being registered (filed herewith)
10.1 CFW Communications Company Employee Stock Purchase
Plan (filed herewith)
23.1 Consent of Hunton & Williams (included in Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (filed herewith)
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are 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, as amended (the "Securities
Act");
(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;
(iii) To include any material information
with respect to the plan of
distribution not previously disclosed
in the registration statement or any
material change in such information in
the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any
liability under the Securities Act, 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, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act, and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act, 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
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 Waynesboro, Commonwealth of Virginia on February 4,
1998.
CFW COMMUNICATIONS COMPANY
(Registrant)
By: /s/ James S. Quarforth
James S. Quarforth
President and Chief
Executive Officer
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on February 4, 1998. Each of
the directors and/or officers of CFW Communications Company whose
signature appears below hereby appoints James S. Quarforth and
David M. Carter, and each of them severally, as his
attorney-in-fact to sign in his name and behalf, in any and all
capacities stated below and to file with the Securities and
Exchange Commission, any and all amendments, including post-
effective amendments to this registration statement, making such
changes in the registration statement as appropriate,
and generally to do all such things in their behalf in their
capacities as officers and directors to enable CFW
Communications Company to comply with the provisions of the
Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.
Signature Title
/s/James S. Quarforth President and Chief Executive
James S. Quarforth Officer and Director
(Principal Executive Officer)
/s/Michael B. Moneymaker Vice President - Finance
Michael B. Moneymaker (Principal Financial Officer)
/s/Christina S. Smith Vice President -
Christina S. Smith Administration, Treasurer
and Secretary
(Principal Accounting Officer)
/s/C. Phillip Barger Director
C. Phillip Barger
/s/William Wayt Gibbs, V Director
William Wayt Gibbs, V
Director
C. Wilson McNeely, III
/s/John B. Mitchell Director
John B. Mitchell
/s/John N. Neff Director
John N. Neff
/s/Carl A. Rosberg Senior Vice President and
Carl A. Rosberg Director
/s/Meredith E. Yeago Director
Meredith E. Yeago
/s/Robert S. Yeago, Jr. Chairman of the Board
Robert S. Yeago, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Articles of Incorporation, as amended (filed as
Exhibit 3.1 to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1995
and incorporated herein by reference)
5.1 Opinion of Hunton & Williams as to the legality
of the securities being registered (filed
herewith)
10.1 CFW Communications Company Employee Stock
Purchase Plan (filed herewith)
23.1 Consent of Hunton & Williams (included in
Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (filed
herewith)
24.1 Power of Attorney (included on signature page)
Exhibit 5.1
February 4, 1998
Board of Directors
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
CFW Communications Company
Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel for CFW Communications Company (the
"Company") in connection with its Registration Statement on Form
S-8, as filed with the Securities and Exchange Commission, with
respect to up to 50,000 shares of the Company's Common Stock to
be issued by the Company (the "Shares") pursuant to the CFW
Communications Company Employee Stock Purchase Plan (the "Plan").
In connection with the filing of the Registration Statement, you
have requested our opinion concerning certain corporate matters.
In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and
certificates of its officers and of public officials as we
have deemed necessary.
Based upon the foregoing and the further qualifications
stated below, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing under the laws of the Commonwealth
of Virginia.
2. The Shares have been duly authorized and, when such
shares have been issued in accordance with the terms of the Plan,
will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Form S-8. In giving
this consent, we do not admit that we are within the category of
persons whose consent is required by section 7 of the Securities
Act of 1933 or the rules and regulations promulgated thereunder
by the Securities and Exchange Commission.
Very truly yours,
Hunton & Williams
Exhibit 10.1
CFW COMMUNICATIONS COMPANY
1997 EMPLOYEE STOCK PURCHASE PLAN
Section 1. Shares Offered
CFW Communications Company, hereinafter called the "Company",
offers for sale to its eligible personnel, as defined in Section
2, shares of Common Stock of the Company in number equivalent to
50,000 shares of Common Stock having no par value pursuant to its
1997 Employee Stock Purchase Plan, adopted by the Company's Board
of Directors (the "Board") on August 25, 1997 with an Anniversary
Offering to be made each subsequent anniversary until all of the
authorized shares are subscribed and issued. Shares may be
purchased in the open market or otherwise for use in the Plan.
Section 2. Who May Participate
All regular personnel of the Company and its subsidiaries who are
full-time employees, excluding occasional or part-time personnel
regularly scheduled to work less than 20 hours per week, are
eligible to purchase Common Stock under the Plan. Any person who
becomes an employee of the Company after the effective date of
the Plan and meets all requirements herein provided shall also be
eligible.
Section 3. Method of Electing to Subscribe and Purchase
In order to subscribe and purchase shares of Common Stock, every
eligible employee shall sign a Subscription Agreement and deliver
it to the Corporate Office of the Company, or to one of the local
offices within ten (10) calendar days from the effective date of
the Plan, or any anniversary of such effective date for as long
as the Plan is in effect; provided, that initial subscriptions of
persons becoming employees of the Company after the effective
date of the Plan shall be delivered within thirty (30) calendar
days of the date of employment. However, the Company may extend
the date by which subscriptions must be delivered if existing
circumstances justify such extension. All subscriptions shall be
subject to the terms hereof and to acceptance by the Company.
Subscriptions shall be considered accepted unless notice is
received to the contrary.
The Company, through broker-dealer firms, acts as a Purchasing
Agent for the Plan and makes purchases of Common Stock for the
Plan in the open market or otherwise.
Section 4. Purchase Price
The purchase price per share of Common Stock for shares purchased
directly from the Company shall be ten percent (10%) less than
the average of the high and low sale prices on the issue date as
reported on the NASDAQ National Market System. The issue date
shall be the last trading day of the month. The purchase price
per share of Common Stock for shares purchased in the market or
otherwise by the Purchasing Agent will be 90% of the average
price of all shares purchased for the Plan for the applicable
period.
Section 5. Number of Shares Which May Be Purchased
The number of shares each eligible employee may purchase will be
determined by the amount of the payroll deduction and the
purchase price as defined in Section 4.
An eligible employee may authorize a maximum payroll deduction of
$12.50 per year for each $100 of annual basic rate of wage or
salary for the purchase of stock under the Plan. An employee
may, however, elect to authorize a payroll deduction of less than
the maximum amount.
Basic rate of wage and salary shall be those in effect on the
date the payroll deduction authorization is made or amended. The
amount of any payroll deduction may be amended on each
anniversary of the effective date of the Plan by delivery of a
new subscription in accordance with Section 3; provided, that the
amount of any payroll deduction may be reduced at any time by
delivery of a new subscription in accordance with Section 3,
effective upon such delivery.
Section 6. Duration of Stock Purchase Plan
The Plan will continue until 50,000 shares have been subscribed
and issued to eligible employees, unless the Plan is sooner
terminated by the Board.
Section 7. Method of Payment
Payment for shares subscribed shall be by payroll deduction only,
and such deduction shall be authorized in writing by each person
so subscribing. The amount of the bi-weekly deduction for
hourly-paid personnel paid on a bi-weekly or a weekly basis shall
be 1/26th or 1/52nd, respectively, of the total amount permitted
to be withheld on an annual basis. The amount of the
semi-monthly deduction for exempt and non-exempt salaried
personnel shall be 1/24th of the total amount permitted to be
withheld on an annual basis. Payroll deductions will begin
following the expiration of the enrollment period.
Section 8. Interest on Payroll Deductions
No interest will be paid on payroll deductions.
Section 9. Account Statements
Each participant will receive a quarterly statement detailing the
transactions for the period. The statement will be similar to
the statement provided now to participants in the Dividend
Reinvestment and Stock Purchase Plan.
Since an employee's deduction seldom will be an amount that will
purchase an exact number of shares, purchases for an account will
normally include a fractional share. These fractional shares
will earn proportional dividend income the same as full shares,
and will be computed to three decimal places.
Section 10. Rights of Employees Who Have Subscribed for Stock
No participating employee shall have any rights of a shareholder
as to shares subscribed for and purchased pursuant to the Plan,
prior to the issue date for such shares.
Any employee who has subscribed for shares of Common Stock may,
upon written notice to the employer, cancel such subscription as
to unissued shares and receive in cash the net amount of all
payroll deductions credited to him at the date of such notice.
Any employee who cancels his subscription may, thereafter, if
eligible at the time, resubscribe in accordance with Section 3.
If any employee shall die or cease to be an employee of the
Company for any reason, his subscription shall be deemed to be
canceled automatically, and such employee or his personal
representative shall be entitled to receive in cash the net
amount of all payroll deductions credited to him at the time of
such event.
Section 11. Changes in Shares of Common Stock
In the event of any stock dividend, stock split or other
reclassification of the Company's Common Stock or in the event of
any merger, consolidation or sale of all or substantially all
of the assets of the Company, an appropriate adjustment may be
made in the number of shares offered pursuant to the Plan and in
the purchase price per share. Whether and how any such
adjustments are made shall be determined by the Board of
Directors in accordance with what it deems appropriate and
equitable under the circumstances.
Section 12. General
The Company's interpretation of any provision of the Plan shall
be conclusive and binding on all persons. The Company may
prescribe additional provisions applicable to the Plan.
However, such provisions shall not affect any action taken or
rights accrued before such provisions are prescribed. The
Company reserves the right to terminate the Plan at any time.
Exhibit 23.2
CONSENT OF McGLADREY & PULLEN, LLP
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 14, 1997 appearing on page 30 of the annual report to
shareholders of CFW Communications Company and subsidiaries (the
Company) for the year ended December 31, 1996, which is
incorporated by reference in the annual report on Form 10-K of
the Company for the year ended December 31, 1996.
/s/ McGladrey & Pullen, LLP
Richmond, Virginia
February 3, 1998
