Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Virginia Beach Federal Financial Corporation
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(Exact name of registrant as specified in its charter)
Virginia 54-1534067
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2101 Parks Avenue
Virginia Beach, Virginia 23451
(Address of Principal Executive Offices, including Zip Code)
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Richard Fisch, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1302 K. Street, N.W.
Washington, D.C. 20005
(202) 434-4660
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(Name, address, including zip code,
and telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to public: From time to
time after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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 in connection with dividend or interest
reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Aggregate Registration
Title of Securities to be Registered Price Offering Price Fee
Registered Per Share(1) (1)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par 50,000 shares $11.3125 $565,625.00 $171.39
value......................
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, based upon
the average of the bid and ask price of the Registrant's Common Stock on
February 21, 1997.
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** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**
PROSPECTUS
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VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
50,000 Shares of Common Stock
(Par Value $0.01 Per Share)
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The Virginia Beach Federal Financial Corporation Dividend Reinvestment
Plan (the "Plan") provides each record holder of a minimum of fifty (50) shares
of the common stock, par value $0.01 per share ("Common Stock") of Virginia
Beach Federal Financial Corporation ("Company"), with a simple and convenient
method of investing cash dividends and optional cash payments for the purchase
of additional shares of Common Stock without payment of any brokerage commission
or service charge. Any holder of a minimum of fifty (50) shares of the Common
Stock is eligible to participate in the Plan.
A participant in the Plan may purchase additional shares of Common Stock
by:
-- reinvesting cash dividends paid on all or a portion of the shares of
Common Stock held by the participant; or
-- making optional cash payments of not less than $25 and not more than
$2,000 per calendar quarter, provided that the participant's
dividends are being reinvested in Common Stock.
The Common Stock to be issued in connection with the Plan will either be
purchased directly from the Company or in the open market. If the shares are
purchased directly from the Company, the purchase price to the participant of
shares purchased will be determined based upon the mean of the last bid and ask
price of the Common Stock as reported on the Nasdaq Market System as of the date
of such transactions. If shares are purchased in the open market, the purchase
price will be the average price of all shares purchased in the open market for
Plan participants with respect to all Common Stock purchased for that dividend
investment period. (See Question 13 of the Plan herein)
This Prospectus relates to 50,000 shares of the Common Stock registered
for issuance under the Plan pursuant to the Registration Statement of which this
Prospectus is a part (and such additional shares as may result from any stock
split, stock dividend, or other recapitalization affecting the Common Stock
covered by this Prospectus) available for issuance and sale under the Plan.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL 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 COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February 26, 1997
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No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus in connection with the offer made by this
Prospectus and, if given or made, any such information or representation must
not be relied upon as having been authorized by the Company. This Prospectus is
not an offer to sell, or a solicitation of an offer to buy, by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Except as otherwise indicated herein, this Prospectus speaks as of
its date and does not purport to reflect any changes which may have occurred in
the affairs of the Company thereafter.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information concerning the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549 and at the
Commission's Regional Office at Seven World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Company's Common Stock ($0.01 Par Value) is
reported on the Nasdaq Market System. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the Commission's Web site is http://www.sec.gov.
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TABLE OF CONTENTS
Page
The Company............................................................. 1
The Plan................................................................ 1
Purpose and Advantages.............................................. 1
Plan Administration................................................. 2
Participation....................................................... 2
Optional Cash Payments.............................................. 3
Purchases........................................................... 3
Costs to Participants............................................... 5
Reports to Participants............................................. 5
Dividends........................................................... 5
Stock Certificates.................................................. 5
Withdrawal from the Plan............................................ 6
Other Information................................................... 6
Description of Registrant's Capital Stock............................... 9
Validity of Common Stock................................................ 9
Experts................................................................. 9
Indemnification......................................................... 10
Use of Proceeds......................................................... 10
Incorporation of Certain Documents By Reference......................... 10
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DESCRIPTION OF
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
THE COMPANY
The issuer of the shares of Common Stock covered by this Prospectus is
Virginia Beach Federal Financial Corporation ("Company"). The Company has its
principal offices at 2101 Parks Avenue, Virginia Beach, Virginia 23451
(telephone: (757) 428-9331). Its sole subsidiary is First Coastal Bank (formerly
known as Virginia Beach Federal Savings Bank (the "Bank")) with principal
offices at 2101 Parks Avenue, Virginia Beach, Virginia 23451 (telephone: (757)
428-9331). The Bank is a wholly-owned subsidiary of the Company.
THE PLAN
The Board of Directors of Virginia Beach Federal Financial Corporation
(the "Company") has adopted the Virginia Beach Federal Financial Corporation
Dividend Reinvestment Plan (the "Plan") in accordance with which up to 50,000
shares of the Company's common stock (the "Common Stock"), are available for
purchase by the stockholders of the Company by means of reinvestment of cash
dividends paid on the Common Stock and by contribution of additional cash
payments. Purchases of Common Stock under the Plan may be made from the Company
or in the open-market. The Plan will remain in effect until amended, altered or
terminated by the Company. Stockholders who do not participate in the Plan will
continue to receive cash dividends, as declared, in the usual manner. The Plan
is set forth below as a series of questions and answers.
PURPOSE AND ADVANTAGES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a simple,
convenient and economical method of investing cash dividends paid on shares of
Common Stock of the Company and by payment of additional cash contributions for
the purchase of additional shares of Common Stock. The Plan allows participants
to have all cash dividends paid on their shares of Common Stock automatically
reinvested in Common Stock of the Company.
2. What are the advantages of the Plan?
Participants may increase their holdings of Common Stock with the
reinvestment of cash dividends received on previously owned Common Stock
registered in their names and by payment of additional cash contributions
without incurring any service charges and without the payment of brokerage
commissions in connection with purchases under the Plan. Regular statements of
account provide each participant with a record of each transaction.
Participation in the Plan is entirely voluntary. You may join or terminate your
participation at any time prior to a particular dividend record date by making
timely written notice to the Plan Administrator (see Question 3).
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PLAN ADMINISTRATION
3. Who administers the Plan for participants?
American Stock Transfer & Trust Company, New York, New York, the Company's
stock transfer agent, (hereinafter referred to as "Plan Administrator")
administers the Plan for participants by maintaining records, sending statements
of account to participants and performing other duties relating to the Plan.
Shares of Common Stock purchased under the Plan are registered in the name of
the Plan Administrator's nominee and are credited to the accounts of the
participants in the Plan. The Plan Administrator acts in the capacity as agent
for participants in the Plan. The Company may replace the Plan Administrator at
any time within its sole discretion.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of a minimum of fifty (50) shares of Common Stock of
the Company are eligible to participate in the Plan. Beneficial owners of shares
of Common Stock whose shares are registered in names other than their own (for
instance, in the name of a broker or nominee) may become stockholders of record
by requesting their broker or nominee to transfer such shares into their own
names. Alternatively, beneficial owners of shares of Common Stock may request
that the broker or nominee enroll in the Plan on your behalf. The right to
participate in the Plan is not transferable to another person apart from a
transfer of a Participant's shares of Common Stock. Stockholders who reside in
jurisdictions in which it is unlawful for a stockholder to participate in such a
Plan are not eligible to participate in the Plan.
5. How does an eligible stockholder participate?
To participate in the Plan, a stockholder of record (or a broker or
nominee) must simply complete an Authorization Form and return it to the Plan
Administrator. An Authorization Form is enclosed herewith. Additional copies of
the Authorization Form will be provided from time to time to the holders of the
Company's Common Stock, and may be obtained at any time by written request to
American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New York,
New York 10005, Attn: Dividend Reinvestment Department.
6. When may an eligible stockholder join the Plan?
A stockholder of record (or a broker or nominee) owning a minimum of fifty
(50) shares of Common Stock may enroll in the Plan at any time. If the
Authorization Form is received by the Plan Administrator on or before the record
date for a dividend payment, and the participant elects to reinvest the
dividends in shares of Common Stock, such reinvestment of dividends will begin
with that dividend payment. Please note that the Plan does not represent any
change in the Company's dividend policy or a guarantee of the payment of any
future dividends.
7. What does the Authorization Form provide?
The Authorization Form directs the Company to pay to the Plan
Administrator for the account of the participating stockholder of record all
cash dividends on the shares registered in the name of the
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participant as reflected in the records of the Company's stock transfer agent,
as well as dividends paid on the shares credited to the participant's account
under the Plan. It also appoints the Plan Administrator (or such other plan
administrator as the Company may from time to time designate) as agent for the
stockholder and directs such agent to apply all of such cash dividends for the
purchase of additional shares of Common Stock in accordance with the terms and
conditions of the Plan. Such Authorization Form may also authorize the
investment of additional cash contributions for the purchase of shares of Common
Stock as of the next Investment Date.
8. Is there a minimum level of investment under the Plan?
No, provided that the participant is the record owner of not less than
fifty (50) shares of Common Stock as of the dividend record date, and the
dividends associated with such Common Stock are utilized for reinvestment under
the Plan.
9. May a stockholder have dividends reinvested under the Plan with respect
to less than all of the shares of Common Stock registered in that stockholder's
name?
Yes, reinvestment of dividends is permissible for all or a portion of
dividends paid on the Common Stock registered in your name, subject to the
minimum holdings of 50 shares. Also, the Common Stock held in a participant's
brokerage or trust account is eligible for enrollment for dividend reinvestment.
OPTIONAL CASH PAYMENTS
10. May a participant elect to make additional cash payments under the
Plan?
Yes. In addition to the reinvestment of dividends paid on shares of Common
Stock, participants may make optional cash contributions of between $25.00 and
$2,000.00 per calendar quarter for the purchase of additional shares of Common
Stock. The Company will not approve investment of optional cash contributions in
excess of the stated limit. Participants wishing to make optional cash
contributions may forward such funds to the Plan Administrator within 30 days
prior to the next dividend payment date. No interest earnings will be paid on
such funds. Funds submitted prior to 30 days before the next dividend payment
date will be returned. OPTIONAL CASH CONTRIBUTIONS DO NOT CONSTITUTE DEPOSITS OR
SAVINGS ACCOUNTS ISSUED BY A SAVINGS INSTITUTION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
Upon written request addressed to the Plan Administrator received at least
5 business days prior to the next dividend payment date, any optional cash
contributions received which have not yet been invested in Common Stock will be
reimbursed to the participant.
PURCHASES
11. When will purchases be made?
Purchases under the Plan will be made during each calendar quarter on each
"Investment Date," which will be the first business day following a dividend
payment date or as soon as practicable thereafter. Purchases of Common Stock
will be made at the direction of the Plan Administrator or its
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selected broker/dealer. At the Company's sole discretion, such purchases of
Common Stock will be made directly from the Company from treasury shares or
newly issued shares of Common Stock. Such purchases will be made in accordance
with applicable federal securities laws and regulations. No interest earnings
will be paid by the Plan Administrator on dividend payments pending their
investment in Common Stock.
In the event applicable law or the closing of the securities markets
requires temporary curtailment or suspension of open market purchases of shares
of the Common Stock, the Plan Administrator is not accountable for its inability
to make purchases at such time. If shares of Common Stock are not available for
purchase for a period longer than 30 days from the prior dividend payment date,
the Plan Administrator will promptly mail to each participant a check in the
amount of any unapplied funds in the participant's account.
12. How many shares of Common Stock will be purchased for participants?
The number of shares that will be purchased for each participant on any
dividend payment date will depend on the amount of the participant's cash
dividend and any additional cash contributions received and the purchase price
of the shares of Common Stock. Each participant's account will be credited with
that number of shares (including fractional shares computed to three decimal
places) equal to the total amount to be invested, divided by the applicable
purchase price (computed to four decimal places).
13. What will be the price of shares of Common Stock purchased under the
Plan?
In making purchases of Common Stock for a participant's account associated
with each Investment Date, the Plan Administrator will commingle the
participant's funds with those of other participants under the Plan. The price
of shares of Common Stock purchased for participants under the Plan with
reinvested dividends on their Common Stock for each Investment Date will be
equal to the average price of all shares of the Common Stock purchased on the
Investment Date by the Plan Administrator on behalf of the Plan. To the extent
that Common Stock is issued to the Plan directly by the Company, the purchase
price of such Common Stock will be determined based upon the mean of the last
bid and ask price of the Common Stock as reported on the Nasdaq Market System as
of the date of such transactions. The Plan Administrator shall have no
responsibility with respect to the market value of the Common Stock acquired
under the Plan for Participant Accounts. The Company will bear all costs of
administering the Plan, except as described under Question 15 below.
14. How are dividends on shares purchased through the Plan applied?
The purpose of the Plan is to provide the participant with a convenient
method of purchasing shares of Common Stock and to have the dividends on those
shares reinvested. Accordingly, dividends paid on shares held in the Plan will
be automatically reinvested in additional shares of Common Stock unless and
until the participant elects in writing to terminate participation in the Plan.
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COSTS TO PARTICIPANTS
15. Are there any expenses to participants in connection with purchases
under the Plan?
No. Participants will make purchases of Common Stock under the Plan
without the payment of brokerage commissions, and the Company will pay all fees
in connection with purchases of shares of Common Stock under the Plan, except
for costs associated with the actual purchase price of the Common Stock
purchased on the Investment Date. There are no service charges to participants
in connection with purchases of shares of Common Stock under the Plan. All costs
of administration of the Plan are paid by the Company. However, if a participant
requests the Plan Administrator to sell his or her shares in the event of his or
her withdrawal from the Plan (rather than you receiving certificates of stock
upon such withdrawal), the participant will pay the applicable brokerage
commission associated with the sale of such Common Stock, any required transfer
tax, and applicable service charges.
REPORTS TO PARTICIPANTS
16. How will participants be advised of their purchases of stock?
As soon as practicable after each purchase, each participant will receive
a statement of account from the Plan Administrator. These statements are the
participant's continuing record of the purchase price of the shares acquired and
the number of shares acquired, and should be retained for tax purposes.
Participants will also receive, from time to time, communications sent to all
record holders of the Common Stock.
DIVIDENDS
17. Will participants be credited with dividends on shares held in their
account under the Plan?
Yes. The participant's account will be credited with dividends paid on
full shares and fractional shares credited to the participant's account. The
Plan Administrator will automatically reinvest the cash dividends received for
the purchase of additional shares of Common Stock.
STOCK CERTIFICATES
18. Will stock certificates be issued for shares of Common Stock purchased?
The Plan Administrator will hold all stock certificates representing the
Common Stock purchased under the Plan in the name of its nominee. The number of
shares credited to an account under the Plan will be shown on the participant's
statement of account.
The Participant may receive certificates for full shares accumulated in
his or her account under the Plan by sending a written request to the Plan
Administrator. Participants may request periodic issuance of certificates for
all full shares in the account. When certificates are issued to the participant,
future dividends on such shares will be reinvested in shares of Common Stock.
Any undistributed shares will continue to be reflected in the participant's
account. No certificates representing fractional shares will be issued.
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The Participant's rights under the Plan and shares credited to the account
of the participant under the Plan may not be pledged. A participant who wishes
to pledge such shares must request that certificates for such shares be issued
in his or her name.
Accounts under the Plan are maintained in the names in which the
certificates of participants were registered at the time they entered the Plan.
Additional certificates for whole shares will be similarly registered when
issued.
WITHDRAWAL FROM THE PLAN
19. How does a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time by sending a written
withdrawal notice to the Plan Administrator. Notice received after a particular
dividend record date will be effective following the payment date of such
dividend. (See Question 5 for the full name and address of the Plan
Administrator). When a participant withdraws from the Plan, or upon termination
of the Plan by the Company, certificates for whole shares credited to the
participant's account under the Plan will be issued and a cash payment will be
made for any fraction of a share (see Question 20).
Upon withdrawal from the Plan, the participant may also request that all
of the shares credited to his or her account be sold by the Plan Administrator.
If such sale is requested, the Plan Administrator will place a sale order, as
promptly as possible after the processing of the request for withdrawal, for the
account of the participant through an agent designated by the Plan Administrator
at the prevailing market price at the time of such sale. The participant will
receive from the Plan Administrator a check for the proceeds of the sale less
any applicable brokerage commission and any transfer tax.
20. What happens to a fraction of a share when a participant withdraws from
the Plan?
When a participant withdraws from the Plan, a cash adjustment representing
the value of any fraction of a share then credited to the participant's account
will be mailed directly to the participant. The cash adjustment will be based on
the closing price of the Common Stock on the effective date of the withdrawal.
In no case will certificates representing a fractional share interest be issued.
OTHER INFORMATION
21. What happens when a participant's record ownership of shares of Common
Stock is less than fifty (50) shares as of a dividend record date?
If a participant disposes of shares of Common Stock registered in his or
her name (including shares credited to his or her account under the Plan) so
that the total number of shares held in the name of the participant is less than
fifty (50) shares, the Plan Administrator will discontinue the reinvestment of
cash dividends on the shares credited to the participant's account under the
Plan, and additional cash contributions, until such participant's record
ownership of shares increases to at least fifty (50) shares in the aggregate.
All applicable dividends will be paid in the form of cash until such
participant's stock ownership increases to at least fifty (50) shares. If
following a disposition of stock, a participant's aggregate record ownership of
the Common Stock contains less than fifty (50) shares of Common Stock, then at
the Company's election, a cash payment will be made for any fractional shares,
any uninvested cash balance in the account will be paid to the participant, and
the account will be terminated.
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22. What happens if the Company issues a stock dividend, declares a stock
split or makes a rights offering?
Any shares representing stock dividends or stock splits distributed by the
Company on shares credited to the account of a participant under the Plan will
be added to the participant's account. Shares representing stock dividends or
split shares distributed on shares registered in the name of the participant
will be mailed directly to such participant in the same manner as to
stockholders who are not participating in the Plan.
In the event the Company makes a rights offering of any of its securities
to holders of Common Stock, participants in the Plan will be notified by the
Company in advance of the commencement of the offering. Participants should
instruct the Plan Administrator to transfer full Plan shares into their own
names prior to the record date for such offering if they wish to exercise such
rights. If no such instructions are received by the Plan Administrator prior to
such record date, then such rights shall terminate with respect to both the
participant and the Plan Administrator.
23. How will a participant's shares held under the Plan be voted at
meetings of stockholders?
Shares credited to the account of a participant under the Plan will be
automatically added to the shares covered by the proxy sent to the stockholder
with respect to his or her other shares in the Company and may be voted by such
holder pursuant to such proxy. The Plan Administrator will forward any proxy
solicitation materials relating to the shares of Common Stock held by the Plan
to the participating stockholder.
Where no instructions are received from a participant with respect to a
participant's shares held under the Plan, or otherwise, such shares shall not be
voted unless the participant votes such shares in person.
24. What are the income tax consequences of participation in the Plan?
In general, a participant in the Plan has the same Federal and state
income tax obligations with respect to dividends credited to his or her account
under the Plan as other holders of shares of Common Stock who elect to receive
cash dividends directly. A participant is treated for income tax purposes as
having received, on the dividend payment date, a dividend in an amount equal to
the fair market value of the Common Stock credited to his or her account under
the Plan, even though that amount was not actually received by the participant
in cash, but, instead, was applied to the purchase of additional shares for his
or her account. In addition, any brokerage commissions and service charges paid
by the Company on behalf of the participant is deemed to constitute dividend
income by the Internal Revenue Service ("IRS"). Such amounts, if any, will be
included on any annual information return filed with the IRS, a copy of which
will be sent to the participant.
The tax basis of each share of Common Stock credited to a participant's
account pursuant to the dividend reinvestment aspect of the Plan is the fair
market value of the Common Stock on the Investment Date (plus any brokerage
commissions and service charges paid by the Company on behalf of the
participant). The holding period for such shares begins on the day following the
Investment Date.
The receipt by a participant of certificates representing whole shares
previously credited to his or her account under the Plan upon withdrawal from
the Plan or pursuant to the request of the participant
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will not result in the recognition of taxable income. A participant will
recognize a gain or loss when shares are sold on behalf of the participant upon
withdrawal from the Plan or when the participant sells shares after the
participant's withdrawal from the Plan.
All participants are advised to consult with their own tax advisors to
determine the particular tax consequences which may result from their
participation in the Plan and the subsequent sale by them of shares purchased
pursuant to the Plan.
25. What are the responsibilities of the Company under the Plan?
The Company and the Plan Administrator in administering the Plan will not
be liable for any act done in good faith or for the good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death or judicially
declared incompetency or with respect to the prices at which shares are
purchased for the participant's account, and the times when such purchases are
made, with respect to any loss or fluctuation in the market value after purchase
of shares, or with respect to any sales of Common Stock made under the Plan on
behalf of the participant.
The Company shall interpret the Plan; all such interpretations and
determinations made by the Company shall be conclusive. The terms and conditions
of the Plan, the Authorization Form, the Plan's operation, and a Participant's
Account will be governed by the laws of the Commonwealth of Virginia and the
Rules and Regulations of the Securities and Exchange Commission. The terms of
the Plan and the Authorization Form cannot be changed by oral agreement.
26. Who bears the risk of market price fluctuations in the Common Stock?
A participant's investment in shares acquired under the Plan is no
different from direct investment in shares of the Company. The participant bears
the risk of loss and realizes the benefits of any gain from market price changes
with respect to all such shares held in the Plan, or otherwise. Neither the
Company nor the Plan Administrator makes any representations with respect to the
future value of the Common Stock purchased under the Plan. The participant
should recognize that the Company, the Plan Administrator and related parties
cannot assure the participant of realizing any profits or protect the
participant against a loss related to investment in the Common Stock purchased
or sold under the Plan. THE COMMON STOCK PURCHASED IN ACCORDANCE WITH THE PLAN
DOES NOT CONSTITUTE SAVINGS ACCOUNTS OR DEPOSITS ISSUED BY A SAVINGS INSTITUTION
OR BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
27. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated at any time by
the Board of Directors of the Company without the approval of the participants.
Notice of any such suspension or termination or material amendment or
modification will be sent to all participants, who shall at all times have the
right to withdraw from the Plan.
The Company or the Plan Administrator may terminate a stockholder's
individual participation in the Plan at any time by written notice to the
stockholder. In such event, the Plan Administrator will request instructions
from the participant for disposition of the shares in the account. If the Plan
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Administrator does not receive instructions from the participant, it will send
the participant a certificate for the number of full shares held for the
participant under the Plan and a check for any fractional share.
DESCRIPTION OF REGISTRANT'S CAPITAL STOCK
The following statements are summaries of, and are subject to the detailed
provisions of, the Company's Amended and Restated Articles of Incorporation,
By-laws and to the relevant provisions of the Virginia Stock Corporation Act.
The aggregate number of shares of all classes of capital stock which the
Company has authority to issue is 15,000,000, of which 10,000,000 are to be
shares of Common Stock, $0.01 par value per share, and of which 5,000,000 are to
be shares of serial preferred stock, $0.01 par value per share. As of December
31, 1996, there were 4,970,307 shares of Common Stock outstanding.
The holders of Common Stock are entitled to receive dividends, when, as
and if declared by the Board of Directors, from funds legally available
therefor, and are entitled upon liquidation to receive pro rata the net assets
of the Company after satisfaction in full of the prior rights of creditors of
the Company and holders of any Preferred Stock. The principal source of funds
for payment of dividends by the Company is dividends paid by its subsidiary
Bank.
The holders of the Common Stock are entitled to one vote for each share
held on all matters as to which shareholders are entitled to vote. The holders
of the Common Stock do not have cumulative voting rights, any preferential or
preemptive right with respect to any securities of the Company or any conversion
rights. The Common Stock is not subject to redemption. The outstanding shares of
Common Stock are fully paid and non-assessable.
American Stock Transfer & Trust Company is the Company's stock transfer
agent, Registrar and Dividend Disbursement Agent for the Common Stock.
The Company's principal assets and sources of income are its investments
in its sole subsidiary the Bank, and it is a legal entity separate and distinct
from its subsidiaries. There are various legal limitations on the extent to
which this bank and other subsidiaries can finance or otherwise supply funds to
the Company and certain of its affiliates.
VALIDITY OF COMMON STOCK
The validity of the Common Stock offered hereby has been passed upon for
the Company by Malizia, Spidi, Sloane & Fisch, P.C.
EXPERTS
The consolidated financial statements of the Company as of and for the
year ended December 31, 1995, have been incorporated by reference herein and in
the registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent auditors, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
The consolidated statement of financial condition as of December 31, 1994
and the related consolidated statements of operations, of cash flows and of
changes in stockholders' equity for each of the two years in the period ended
December 31, 1994, incorporated in this Prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 1995, have been so
incorporated in reliance upon the report of Price Waterhouse LLP, independent
accountants, given on the authority of
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said firm as experts in accounting and auditing.
The Company has agreed to indemnify Price Waterhouse LLP for the payment
of solely the legal costs and expenses that Price Waterhouse LLP might incur in
its successful defense of a legal action or proceeding that arises as a result
of the consent of Price Waterhouse LLP to the incorporation of its audit report
on the Company's 1994 and 1993 financial statements in the Registration
Statement. With respect to such indemnification, legal costs and expenses must
be actually and reasonably incurred by Price Waterhouse LLP in connection with
the defense or settlement of such action or proceeding and so long as Price
Waterhouse LLP acted in good faith and in a manner in or not opposed to the best
interests of the Company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which Price Waterhouse LLP shall
have been determined to be liable to the Company or for which Price Waterhouse
LLP was unsuccessful in its defense. A successful defense in this context would
be one in which Price Waterhouse LLP (or any of its members) is determined to
have been neither culpable nor obligated to pay any part of the plaintiff's
damages with respect to any such action or proceeding.
INDEMNIFICATION
The Company's Articles of Incorporation provides that it shall indemnify
its directors and certain of its officers, acting in such capacity, to the full
extent permitted by applicable Commonwealth of Virginia law, from all
liabilities and reasonable expenses incurred by them in connection with suits or
proceedings against them.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
USE OF PROCEEDS
The Company does not know the number of shares that will be sold under the
Plan, or the prices thereof. The proceeds it receives from such sales will be
available for general corporate purposes, including investments in, or
extensions of credit to, subsidiaries of the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference the following documents of the
Company filed by it with the Commission:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
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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 this offering are hereby incorporated by reference into this
Prospectus and shall be deemed a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus 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 statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge, to each person to
whom a copy of this Prospectus is delivered, upon the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been incorporated by reference herein, other than exhibits, unless such exhibits
are specifically incorporated by reference into such documents. Requests for
such copies should be directed to: Virginia Beach Federal Financial Corporation,
2101 Parks Avenue, Virginia Beach, Virginia 23415. Attention: Corporate
Secretary, telephone number (757) 428-9331.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission registration fee........ $ 171.39
Printing Expenses.............................................. 2,000.00
Accounting Fees and Expenses.................................... 1,500.00
Legal Fees and Expenses ....................................... 3,500.00
Miscellaneous expenses..................................... 500.00
-------------
Total................................................... $ 7,671.39
=============
- - -----------
* All amounts other than the registration fee are estimated. These expenses
do not include annual recurring costs for the operation of the Plan.
Item 15. Indemnification of Directors and Officers.
Pursuant to Article XIII of the Corporation's Articles of Incorporation,
as amended and restated, and consistent with Section 13.1-697 of the Virginia
Stock Corporation Act, the Corporation shall indemnify and may contract in
advance to indemnify an individual who is, was or is threatened to be made a
party to a proceeding because he is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is or was
serving the Corporation or any other legal entity in any capacity at the request
of the Corporation against all liabilities and reasonable expenses incurred in
the proceeding except such liabilities and expense as are incurred because of
his willful misconduct or knowing violation of the criminal law, regardless of
whether the proceeding is by or in the right of the Corporation. The
determination that indemnification is permissible and the evaluation as to the
reasonableness of expenses in a specific case shall be made, in the case of a
director, as provided by law, and in the case of an officer, in the same manner
as provided by law for directors; provided, however, that if a majority of the
directors of the Corporation has changed after the date of the alleged conduct
giving rise to a claim for indemnification, such determination and evaluation
shall, at the option of the person claiming indemnification, be made by special
legal counsel agreed upon by the board of director and such person. Unless a
determination has been made that indemnification is not permissible, the
Corporation shall make advances and reimbursements for expenses incurred by a
director or officer in a proceeding upon receipt of an undertaking from him to
repay the same if it is ultimately determined that he is not entitled to
indemnification. Such undertaking shall be an unlimited, unsecured general
obligation of the director or officer and shall be accepted without reference to
his ability to make repayment. The termination of a proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendre or its
equivalent shall not of itself create a presumption that a director of officer
acted in such a manner as to make him ineligible for indemnification.
The Corporation has not purchased director and officer liability insurance
that would insure directors and officers against certain liabilities in
connection with the performance of their duties as directors and officers, and
would provide for payment to the Corporation of costs incurred by it in
indemnifying its directors.
II-1
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 16. Exhibits and Financial Statement Schedule.
For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file during any period in which offers and 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 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 a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 to such information in the
registration statement; provided, however, that paragraphs (i)
and (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 with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold as the termination of the
offering.
(4) 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
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide, offering thereof.
II-3
<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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Virginia Beach, Commonwealth of Virginia, on January
30, 1997.
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
Dated: January 30, 1997 By:/s/John A. B. Davies, Jr.
--------------------- ---------------------------------------------
John A. B. Davies, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirement 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.
By: By:
/s/John A. B. Davies, Jr. /s/Charles P. Fletcher
----------------------------------- ----------------------------
John A. B. Davies, Jr. Charles P. Fletcher
President and Director Chairman of the Board
(Principal Executive Officer)
Date: January 30, 1997 Date: January 30, 1997
By: /s/Dennis R. Stewart By: /s/ Floyd E. Kellam, Jr
----------------------------------- ----------------------------
Dennis R. Stewart Floyd E. Kellam, Jr.
Executive Vice President/ Vice Chairman of the Board
Chief Financial Officer
(Principal Financial Officer)
Date: January 30, 1997 Date: January 30, 1997
By: /s/Edward E. Brickell By: /s/Robert H. DeFord, Jr.
----------------------------------- ----------------------------
Edward E. Brickell Robert H. DeFord, Jr.
Director Director
Date: January 30, 1997 Date: January 30, 1997
By: /s/Betty Anne Huey By: /s/Rufus S. Kight, Jr.
----------------------------------- ----------------------------
Betty Anne Huey Rufus S. Kight, Jr.
Director Director
Date: January 30, 1997 Date: January 30, 1997
By: /s/Ivan D. Mapp By: /s/ George R. C. McGuire
----------------------------------- ----------------------------
Ivan D. Mapp George R. C. McGuire
Director Director
Date: January 30, 1997 Date: January 30, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
4.1 The Registrant's Restated Articles of Incorporation
4.2 The Registrant's Amended and Restated Bylaws
4.3 Form of Authorization Form
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C.
as to the validity of the Common Stock being registered.
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C.
(appears in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Auditors
23.3 Consent of Independent Auditors
EXHIBIT 4.1
The Registrant's Restated Articles of Incorporation
<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
ARTICLE I
Name
The name of the corporation is Virginia Beach Federal Financial
Corporation (herein the "Corporation").
ARTICLE II
Registered Office
The address of the Corporation's initial registered office in the
Commonwealth of Virginia is 210 25th Street, Virginia Beach, Virginia 23451,
which is located in the City of Virginia Beach.
ARTICLE III
Powers
The purpose for which the Corporation is organized is to act as a savings
and loan holding company and to transact all other lawful business for which
corporations may be incorporated pursuant to the laws of the Commonwealth of
Virginia. The Corporation shall have all the powers of a corporation organized
under the Virginia Stock Corporation Act, as the same may be from time to time
amended hereafter.
ARTICLE IV
Term
The Corporation is to have perpetual existence.
<PAGE>
ARTICLE V
Capital Stock
The aggregate number of shares of all classes of capital stock which the
Corporation has authority to issue is 15,000,000, of which 10,000,000 are to be
shares of common stock, $.01 par value per share, and of which 5,000,000 are to
be shares of serial preferred stock, $.01 par value per share. The aggregate
number of shares of capital stock and the number of shares of common stock which
the Corporation has authority to issue may be increased by the affirmative vote
of the holders of a majority of the outstanding shares of capital stock entitled
to vote generally in the election of directors and the number of shares of
serial preferred stock which the Corporation has authority to issue may be
increased by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Corporation.
A description of the different classes and series (if any) of the
Corporation's capital stock, and a statement of the relative powers,
designations, preferences and rights of the shares of each class and series (if
any) of capital stock and the qualifications, limitations or restrictions
thereof, are as follows:
A. Common Stock. Except as provided in these Articles, the holders of the
common stock shall exclusively possess all voting power. Each holder of shares
of common stock shall be entitled to one vote for each share held by such
holders.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to the payment of dividends, the full amount
of dividends and sinking fund or retirement fund or other retirement payments,
if any, to which such holders are respectively entitled in preference to the
common stock, then dividends may be paid on the common stock, and on any class
or series of stock entitled to participate therewith as to dividends, out of any
assets available under applicable law and Article VIII of these Articles for the
payment of dividends, but only when and as declared by the board of directors of
the Corporation.
In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class having preference
over the common stock in any such event, the full preferential amounts to which
they are respectively entitled, the holders of the common stock and of any class
or series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision for payment
of all debts and liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.
Each share of common stock shall have the same relative powers,
preferences and rights as, and shall be identical in all respects with, all the
other shares of common stock of the Corporation.
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<PAGE>
B. Issuance of Preferred Stock in Series. The board of directors is
authorized to issue preferred stock from time to time in one or more series and
to provide for the designations, preferences, limitations and relative rights of
each series by the adoption of Articles of Amendment to the Articles of
Incorporation of the Corporation fixing:
1. The maximum number of shares in the series and the designation of
the series, which designation shall distinguish the shares thereof from
the shares of any other series or class;
2. Whether shares of the series shall have special, conditional or
limited voting rights, or no right to vote, except to the extent
prohibited by law;
3. Whether shares of the series are redeemable or convertible (i) at
the option of the Corporation, a shareholder or another person or upon the
occurrence of a designated event, (ii) for cash, indebtedness, securities
or other property, and (iii) in a designated amount or in an amount
determined in accordance with a designated formula or by reference to
extrinsic data or events;
4. Any right of holders of shares of the series to distributions,
calculated in any manner, including dividends that may be cumulative,
noncumulative or partially cumulative;
5. Whether the shares of the series have preference over any other
class of shares with respect to distributions, including dividends and
distributions upon the dissolution of the Corporation;
6. Any other designations, preferences, limitations or rights,
including a right that no transaction shall be consummated while any such
shares remain outstanding except upon the assent of a majority of such
shares.
All shares of preferred stock, regardless of series, shall be identical in
all respects except to the extent that the Articles of Amendment establishing
different series set forth different designations, preferences, limitations or
relative rights as permitted in Paragraph B of this Article V. Before the
issuance of any shares of a series, Articles of Amendment establishing such
series shall be filed with and made effective by the State Corporation
Commission of Virginia, as required by law.
3
<PAGE>
ARTICLE VI
Dividends
A. Subject to the restrictions set forth in paragraph B of this Article
VI, the board of directors may, at any regular or special meeting, declare, and
the Corporation may pay, dividends on the Corporation's outstanding stock.
Dividends may be paid in cash, in property or in the Corporation's own shares.
B. No dividends may be paid in cash or in property if, after giving effect
to such payment:
1. The Corporation would not be able to pay its debts as they became
due in the usual course of business; or
2. The Corporation's total consolidated assets would be less than
the sum of its total consolidated liabilities.
ARTICLE VII
Dividends
No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or series of
stock or of other securities of the Corporation shall have any preemptive right
to purchase or subscribe for any unissued stock of any class or series, or any
unissued bonds, certificates of indebtedness, debentures or other securities
convertible into or exchangeable for stock of any class or series or carrying
any right to purchase stock of any class or series; but any such unissued stock,
bonds, certificates or indebtedness, debentures or other securities convertible
into or exchangeable for stock or carrying any right to purchase stock may be
issued pursuant to resolution of the board of directors of the Corporation to
such persons, firms, corporations or associations, whether or not holders
thereof, and upon such terms as may be deemed advisable by the board of
directors in the exercise of its sole discretion.
ARTICLE VIII
Meetings of Shareholders; Cumulative Voting
A. Special meetings of the shareholders of the Corporation for any purpose
or purposes may be called at any time by the chairman of the board of directors
of the Corporation, by the president, by the board of directors, or by a
committee of the board of directors which
4
<PAGE>
has been duly designated by the board of directors and whose powers and
authorities, as provided in a resolution of the board of directors or in the
bylaws of the Corporation, include the power and authority to call such
meetings, but such special meetings may not be called by any other person or
persons.
B. Meetings of shareholders may be held within or without the Commonwealth
of Virginia, as the bylaws may provide.
C. One-third of the outstanding shares of the Corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders.
D. There shall be no cumulative voting by shareholders of any class or
series in the election of directors of the Corporation.
ARTICLE IX
Notice for Nominations and Proposals
A. Nominations for the election of directors and proposals for any new
business to be taken up at any annual or special meeting of shareholders may be
made by the board of directors of the Corporation or by any shareholder of the
Corporation entitled to vote generally in the election of directors. In order
for a shareholder of the Corporation to make any such nominations and/or
proposals, he or she shall give notice thereof in writing, delivered or mailed
by first class United States mail, postage prepaid, to the Secretary of the
Corporation not less than 40 days nor more than 60 days prior to any such
meeting; provided, however, that if less than 41 days' notice of the meeting is
given to shareholders, such written notice shall be delivered or mailed as
prescribed, to the Secretary of the Corporation not later than the close of the
tenth day following the day on which notice of the meeting was mailed to
shareholders.
B. Each such notice given by a shareholder with respect to nominations for
the election of directors shall set forth (i) the name, age, business address
and, if known, residence address of each nominee proposed in such notice, (ii)
the principal occupation or employment of each such nominee, (iii) the number of
shares of stock of the Corporation which are beneficially owned by each such
nominee, (iv) such other information as would be required to be included in a
proxy statement soliciting proxies for the election of the proposed nominee
pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended
(as in effect as of the effective date of these Articles or as subsequently
amended, including any successor regulation), including, without limitation,
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director, if elected, and (v) as to the shareholder giving
such notice (a) his name and address as they appear on the Corporation's books,
and (b) the class and number of shares of the Corporation which are beneficially
owned by such shareholder. In addition, the shareholder making such nomination
shall promptly provide any other information reasonably requested by the
Corporation.
5
<PAGE>
C. Each such notice given by a shareholder to the Secretary with respect
to business proposals to bring before a meeting shall set forth in writing as to
each matter: (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting;
(ii) the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business; (iii) the class and number of shares of the
Corporation which are beneficially owned by the shareholder; and (iv) any
material interest of the shareholder in such business. Notwithstanding anything
in these Articles to the contrary, no business shall be conducted at the meeting
except in accordance with the procedures set forth in this Article.
D. The Chairman of the annual or special meeting of shareholders may, if
the facts warrant, determine and declare to such meeting that a nomination or
proposal was not made in accordance with the foregoing procedure, and, if he
should so determine, he shall so declare to the meeting and the defective
nomination or proposal shall be disregarded and laid over for action at the next
succeeding adjourned, special or annual meeting of the shareholders taking place
thirty days or more thereafter. This provision shall not require the holding of
any adjourned or special meeting of shareholders for the purpose of considering
such defective nomination or proposal.
ARTICLE X
Directors
A. Number; Vacancies. The number of directors of the Corporation shall be
such number, not less than seven nor more than fifteen (exclusive of directors,
if any, to be elected by holders of preferred stock of the Corporation, voting
separately as a class), as shall from time to time be fixed by, or in the manner
provided in, the bylaws, provided that no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director, and
provided further that no action shall be taken to decrease or increase the
number of directors from time to time unless at least two-thirds of the
directors then in office shall concur in said action. Vacancies in the board of
directors of the Corporation, however caused, and newly created directorships
shall be filled by a vote of two-thirds of the directors then in office, whether
or not a quorum, and any director so chosen shall hold office for a term
expiring at the annual meeting of shareholders at which the term of the class to
which the director has been chosen expires and when the director's successor is
elected and qualified. Directors shall not be required to own any shares of the
Corporation's common stock and need not be residents of any particular state,
country or other jurisdiction.
B. Classified Boards. The board of directors of the Corporation shall be
divided into three classes of directors which shall be designated Class I, Class
II and Class III. The members of each class shall be elected for a term of three
years and until their successors are elected and qualified. Such classes shall
be as nearly equal in number as the then total number of directors constituting
the entire board of directors shall permit, with the terms of office of all
members
6
<PAGE>
of one class expiring each year. Should the number of directors not be equally
divisible by three, the excess director or directors shall be assigned to
Classes I or III as follows: (i) if there shall be an excess of one directorship
over a number equally divisible by three, such extra directorship shall be
classified in Class I; and (ii) if there be an excess of two directorships over
a number of equally divisible by three, one shall be classified in Class I and
the other in Class III. At the first annual meeting of shareholders, directors
of Class I shall be elected to hold office for a term expiring at the third
succeeding annual meeting thereafter. At the second annual meeting of
shareholders, directors of Class II shall be elected to hold office for a term
expiring at the third succeeding annual meeting thereafter. At the third annual
meeting of shareholders, directors of Class III shall be elected to hold office
for a term expiring at the third succeeding annual meeting thereafter.
Thereafter, at each succeeding annual meeting, directors of each class shall be
elected for three-year terms. Notwithstanding the foregoing, a director whose
term shall expire at any annual meeting shall continue to serve until such time
as his successor shall have been duly elected and shall have qualified unless
his position on the board of directors shall have been abolished by action taken
to reduce the size of the board of directors prior to said meeting.
Should the number of directors of the Corporation be reduced, the
directorship(s) eliminated shall be allocated among classes as appropriate so
that the number of directors in each class is as specified in the immediately
preceding paragraph. The board of directors shall designate, by the name of the
incumbent(s), the position(s) to be abolished. Notwithstanding the foregoing, no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent directors. Should the number of directors of the Corporation be
increased, the additional directorships shall be allocated among classes as
appropriate so that the number of directors in each class is as specified in the
immediately preceding paragraph.
Whenever the holders of any one or more series of preferred stock of the
Corporation shall have the right, voting separately as a class, to elect one or
more directors of the Corporation, the board of directors shall consist of said
directors so elected in addition to the number of directors fixed as provided
above in this Article X. Notwithstanding the foregoing, and except as otherwise
may be required by law, whenever the holders of any one or more series of
preferred stock of the Corporation shall have the right, voting separately as a
class, to elect one or more directors of the Corporation, the terms of the
director or directors elected by such holders shall expire at the next
succeeding annual meeting of shareholders.
ARTICLE XI
Removal of Directors
Notwithstanding any other provision of these Articles or the bylaws of the
Corporation, any director or the entire board of directors of the Corporation
may be removed, at any time, but only for cause and only by the affirmative vote
of holders of at least 66 2/3% of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election
7
<PAGE>
of directors (considered for this purpose as one class) cast at a meeting of the
shareholders called for that purpose. Notwithstanding the foregoing, whenever
the holders of any one or more series of preferred stock of the Corporation
shall have the right, voting separately as a class, to elect one or more
directors of the Corporation, only the holders of a class of preferred stock
voting separately may participate in a vote to remove said director.
ARTICLE XII
Limitation of Directors' and Officers' Liability
Directors and officers of the Corporation shall have no liability to the
Corporation or its stockholders for monetary damages rising from a single
transaction, occurrence or course of conduct, provided that the liability of an
officer or director shall not be limited if the officer or director engaged in
any wilful misconduct or knowing violation of criminal law or of any federal or
state securities law, including, without limitation, any claim of unlawful
insider trading or manipulation of the market for any security. If the Virginia
Stock Corporation Act is amended after the effective date of these Articles of
Incorporation to further eliminate or limit the personal liability of directors
or officers, then the liability of directors and officers of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Virginia
Stock Corporation Act, as amended.
Any repeal or modification of the foregoing paragraph shall not adversely
affect the right or protection of a director or officer with respect to any act
or omission occurring before such repeal or modification.
ARTICLE XIII
Indemnification
A. Definitions. For purposes of this Article the following definitions
shall apply:
1. "Corporation" means this Corporation only and no predecessor
entity or other legal entity.
2. "expenses" include counsel fees, expert witness fees, and costs
of investigation, litigation and appeal, as well as any amounts expended
in asserting a claim for indemnification.
3. "liability" means the obligation to pay a judgment, settlement,
penalty, fine, or other such obligation, including, without limitation,
any excise tax assessed with respect to an employee benefit plan.
8
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4. "legal entity" means a corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.
5. "predecessor entity" means a legal entity the existence of which
ceased upon its acquisition by the Corporation in a merger or otherwise.
6. "proceeding" means any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal.
B. Indemnification of Directors and Officers. The Corporation shall
indemnify and may contract in advance to indemnify an individual who is, was or
is threatened to be made a party to a proceeding because he is or was a director
or officer of the Corporation or, while a director or officer of the
Corporation, is or was serving the Corporation or any other legal entity in any
capacity at the request of the Corporation against all liabilities and
reasonable expenses incurred in the proceeding except such liabilities and
expenses as are incurred because of his willful misconduct or knowing violation
of the criminal law, regardless of whether the proceeding is by or in the right
of the Corporation. The determination that indemnification under this Paragraph
B is permissible and the evaluation as to the reasonableness of expenses in a
specific case shall be made, in the case of a director, as provided by law, and
in the case of an officer, in the same manner a provided by law for directors;
provided, however that if a majority of the directors of the Corporation has
changed after the date of the alleged conduct giving rise to a claim for
indemnification, such determination and evaluation shall, at the option of the
person claiming indemnification, be made by special legal counsel agreed upon by
the board of directors and such person. Unless a determination has been made
that indemnification is not permissible, the Corporation shall make advances and
reimbursements for expenses incurred by a director or officer in a proceeding
upon receipt of an undertaking from him to repay the same if it is ultimately
determined that he is not entitled to indemnification. Such undertaking shall be
an unlimited, unsecured general obligation of the director or officer and shall
be accepted without reference to his ability to make repayment. The termination
of a proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent shall not of itself create a presumption that
a director or officer acted in such a manner as to make him ineligible for
indemnification.
C. Indemnification of Others. The Corporation may, to a lesser extent or
to the same extent that the Corporation is required to provide indemnification
and make advances and reimbursements for expenses to its directors and officers,
provide indemnification and make advances and reimbursements for expenses to its
employees and agents, the directors, officers, employees and agents of its
subsidiaries and predecessor entities, and any person serving any other legal
entity in any capacity at the request of the Corporation, and, if authorized by
general or specific action of the board of directors, may contract in advance to
do so. The determination that indemnification under this Paragraph C is
permissible, the authorization of such indemnification and the evaluation as to
the reasonableness of expenses in a specific case shall be made as authorized
from time to time by general or specific action of the board of directors,
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which action may be taken before or after a claim for indemnification is made,
or as otherwise provided by law. No person's rights under Paragraph B of this
Article shall be limited by the provisions of this Paragraph C.
D. Miscellaneous. The rights of each person entitled to indemnification
under this Article shall inure to the benefit of his heirs, executors and
administrators. Special legal counsel selected to make determinations under this
Article may be counsel for the Corporation. Indemnification pursuant to this
Article shall not be exclusive of any other right of indemnification to which
any person may be entitled, including indemnification pursuant to a valid
contract, indemnification by legal entities other than the Corporation and
indemnification under polices of insurance purchased and maintained by the
Corporation or others. However, no person shall be entitled to indemnification
by the Corporation to the extent he is indemnified by another, including an
insurer. The Corporation is authorized to purchase and maintain insurance
against any liability arising from their service to the Corporation or any other
legal entity at the request of the Corporation regardless of the Corporation's
power to indemnify against such liability. The provisions of this Articles shall
not be deemed to prohibit the Corporation from entering into contracts otherwise
permitted by law with any individuals or legal entities, including those from
entering into contracts otherwise permitted by law with any individuals or legal
entities, including those named above, for the purpose of conducting the
business of the Corporation. If any provision of this Articles or its
application to any person or circumstance is held invalid by a court of
competent jurisdiction, the invalidity shall not affect other provisions of this
Article, and to this end the provisions of this Article are severable.
E. Amendments. No amendment, modification or repeal of this Article XIII
shall diminish the rights provided hereby to any person with respect to any
claim for indemnification arising, in any material respect, from any act or
event which took place prior to the effective time of the amendment,
modification or repeal.
ARTICLE XIV
Amendment of Bylaws
In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the Corporation is expressly authorized to make,
repeal, alter, amend and rescind the bylaws of the Corporation. Notwithstanding
any other provision of these Articles or the bylaws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified by law),
the bylaws shall not be made, repealed, altered, amended or rescinded by the
shareholders of the Corporation except by the affirmative vote of the holders of
not less than 66 2/3% of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as one class) cast at a meeting of the shareholders called for
the purpose (provided that notice of such proposed adoption, repeal, alteration,
amendment or rescission is included in the notice of such meeting), or, as set
forth above, by the board of directors.
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ARTICLE XV
Amendment of Articles of Incorporation
The Corporation reserves the right to repeal, alter, amend or rescind any
provision contained in these Articles in the manner now or hereafter prescribed
by law, and all rights conferred on shareholders herein are granted subject to
this reservation. Notwithstanding the foregoing, these Articles may not be
repealed, altered, amended or rescinded in any respect unless the same is
approved by the affirmative vote of the holders of not less than a 66 2/3% of
the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as a single
class) cast at a meeting of the shareholders called for that purpose (provided
that notice of such proposed adoption, repeal, alteration, amendment or
rescission is included in the notice of such meeting), except that Article V may
be amended by the affirmative vote of the holders of not less than a majority of
the outstanding shares of capital stock entitled to vote thereon.
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EXHIBIT 4.2
The Registrant's Amended and Restated Bylaws
<PAGE>
AMENDED AND RESTATED
BYLAWS
OF
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
AS ADOPTED ON FEBRUARY 25, 1993
ARTICLE I
Home Office
The home office of Virginia Beach Federal Financial Corporation (herein
the "Corporation") shall be at 2101 Parks Avenue, in the City of Virginia Beach,
in the Commonwealth of Virginia. The Corporation may also have offices at such
other places within or without the Commonwealth of Virginia as the board of
directors shall from time to time determine.
ARTICLE II
Shareholders
SECTION 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the Corporation or at such
other place within or without the Commonwealth of Virginia as the board of
directors may determine and as designated in the notice of such meeting.
SECTION 2. Annual Meeting. A meeting of the shareholders of the
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually at such date, time and place
as shall be fixed by the board of directors, the chairman of the board or the
president.
SECTION 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes may be called at any time by the chairman of the board
of directors, the president, a majority of the board of directors or a committee
of the board of directors in accordance with the provisions of the Corporation's
Articles of Incorporation.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the rules and procedures adopted by the board of
directors.
SECTION 5. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be mailed by the secretary or the officer performing his duties, not less
than 10 days nor more than 60 days before the meeting to each shareholder of
record entitled to vote at such meeting, except that notice of a meeting to act
on an amendment to the Articles of Incorporation, a plan of merger or share
exchange, a proposed sale of assets other than in the regular course of
business, or the dissolution of the Corporation shall be given not less than 25
days nor more than 60 days before the meeting. If mailed, such notice shall be
deemed to be
<PAGE>
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books or records of the
Corporation as of the record date prescribed in Section 6 of this Article II,
with postage thereon prepaid. If a shareholder is present at a meeting, or in
writing waives notice thereof before or after the meeting, notice of the meeting
to such shareholder shall be unnecessary. When any shareholders' meeting, either
annual or special, is adjourned for 30 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. It shall not be
necessary to give any notice of the time and place of any meeting adjourned for
less than 10 days or of the business to be transacted at such adjourned meeting,
other than an announcement at the meeting at which such adjournment is taken or
if a new record date for the adjourned meeting is selected, notice of the
adjourned meeting shall be given to persons who are shareholders as of the new
record date.
SECTION 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of shareholders. Such date in any case shall be
not more than 70 days, and in case of a meeting of shareholders, not less than
10 days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof, unless the board of directors fixes a new record date, which it shall
do if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.
SECTION 7. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least 10 days
before each meeting of shareholders, a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
The record, for a period of 10 days before such meeting, shall be kept on file
at the principal office of the Corporation, whether within or without Virginia,
and shall be subject to inspection by any shareholder during usual business
hours if such shareholder makes a demand for inspection in good faith and for a
proper purpose and the list of shareholders is directly connected to his
purpose. Such record shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any shareholder for any
purpose germane to the meeting during the whole time of the meeting. The
original stock transfer books shall constitute prima facie evidence as to who
are the shareholders entitled to examine such record or transfer books or to
vote at any meeting of shareholders.
SECTION 8. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present and represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. Less than a quorum may
adjourn a meeting.
SECTION 9. Proxies. At all meetings of shareholders, a shareholder may
vote either in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney in fact. Proxies solicited on behalf of the
management shall be voted as directed by the shareholder or, in the absence of
such direction, as determined by a majority of the board of directors. No proxy
shall be valid after
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eleven months from the date of its execution unless otherwise provided in the
proxy. An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment. An appointment made irrevocable under this Section is
revoked when the interest with which it is coupled is extinguished. A transferee
for value of shares subject to an irrevocable appointment may revoke the
appointment if he did not know of its existence when he acquired the shares and
the existence of the irrevocable appointment was not noted conspicuously on the
certificate representing the shares. Subject to any legal limitation on the
right of the Corporation to accept the vote or other action of a proxy and to
any express limitation on the proxy's authority appearing on the face of the
appointment form, the Corporation is entitled to accept the proxy's vote or
other action as that of the shareholder making the appointment. Any fiduciary
who is entitled to vote any shares, may vote such shares by proxy.
SECTION 10. Voting. At each election for directors every shareholder
entitled to vote at such election shall be entitled to one vote for each share
of stock held by him. Unless otherwise provided in Articles of Incorporation, by
statute, or by these Bylaws, a majority of those votes cast by shareholders at a
lawful meeting shall be sufficient to pass on a transaction or matter.
SECTION 11. Voting of Shares in the Name of Two or More Persons. When
ownership of stock stands in the name of two or more persons, in the absence of
written directions to the Corporation to the contrary, at any meeting of the
shareholders of the Corporation any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose name shares of stock stand, the vote or votes to
which these persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.
SECTION 12. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other
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corporation are held by the Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time
for purposes of any meeting.
SECTION 13. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons, other than
nominees for office, as inspectors of election to act at such meeting or any
adjournment thereof. The number of inspectors shall be either one or three. If
the board of directors so appoints either one or three inspectors, that
appointment shall not be altered at the meeting. If inspectors of election are
not so appointed, the chairman of the board or the president may make such
appointment at the meeting. In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by appointment by
the board of directors in advance of the meeting or at the meeting by the
chairman of the board or the president.
Unless otherwise prescribed by applicable law, the duties of such
inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result; and such acts as may
be proper to conduct the election or vote with fairness to all shareholders.
SECTION 14. Nominating Committee. The board of directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least 20 days prior to the date
of the annual meeting. Provided such committee makes such nominations, no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other nominations by shareholders are
made in writing and delivered to the secretary of the Corporation in accordance
with the provisions of the Corporation's Articles of Incorporation.
SECTION 15. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the
Corporation in accordance with the provisions of the Corporation's Articles of
Incorporation. This provision shall not prevent the consideration and approval
or disapproval at the annual meeting of reports of officers, directors and
committees, but in connection with such reports no new business shall be acted
upon at such annual meeting unless stated and filed as provided in the
Corporation's Articles of Incorporation.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation
shall be under the direction of its board of directors. The board of directors
shall annually elect a chairman of the board, a vice chairman and a president
from among its members. The chairman of the board shall preside at all meetings
at which he is in attendance; in his absence, the vice chairman shall preside.
In the event that both the chairman and the vice chairman are absent, the
president shall preside at the meeting.
SECTION 2. Number, Term and Election. The board of directors shall
initially consist of 10 members and shall be divided into three classes as
nearly equal in number as possible in accordance with
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<PAGE>
the provisions of the Corporation's Articles of Incorporation. Thereafter,
within the limits specified by the Articles of Incorporation, the number of
directors shall be specified by vote of the board of directors. The members of
each class shall be elected for a term of three years and until their successors
are elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman of the board, the president
or a majority of the directors. The persons authorized to call special meetings
of the board of directors may fix any place as the place for holding any special
meeting of the board of directors called by such persons. Members of the board
of directors may participate in special meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting may simultaneously hear each other. Such participation shall
constitute presence in person.
SECTION 5. Notice of Special Meetings. Notice of special meetings of
the board of directors may be given orally or in writing. Oral notice shall be
given in person or by telephone at least 24 hours prior to the meeting. Written
notice of a special meeting shall be given to each director at least 24 hours
prior thereto delivered personally or by telegram or at least five days prior
thereto delivered by United States mail at the address at which the director is
most likely to be reached. Such written notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid if mailed or when delivered to the telegraph company if sent by
telegram. Any director may waive notice of the holding, time and place of any
meeting of the Board or any committee thereof either before or after such
meeting by a writing filed with the secretary. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.
SECTION 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors, but if less than such quorum
is present at a meeting, a majority of the directors present may adjourn the
meeting from time to time. Notice of any adjourned meeting shall be given in the
same manner as prescribed by Section 5 of this Article III.
SECTION 7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by these Bylaws, the
Articles of Incorporation, or the laws of Virginia.
SECTION 8. Action Without a Meeting. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.
SECTION 9. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the home office of the Corporation
addressed to the chairman of the board or the
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<PAGE>
president. Unless otherwise specified therein such resignation shall take effect
upon receipt thereof by the chairman of the board or the president.
SECTION 10. Vacancies. Any vacancy occurring in the board of directors
shall be filled in accordance with the provisions of the Corporation's Articles
of Incorporation. The term of such director shall be in accordance with the
provisions of the Corporation's Articles of Incorporation.
SECTION 11. Removal of Directors. Any director or the entire board of
directors may be removed only in accordance with the provisions of the
Corporation's Articles of Incorporation.
SECTION 12. Compensation. Directors, as such, may receive a stated
salary for their services and reasonable expenses as determined from time to
time by the board of directors. Members of either standing or special committees
may be compensated for their services or board committees as the board of
directors may determine.
SECTION 13. Presumption of Assent. A director of the Corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be deemed to have assented to the action taken unless (a)
he votes against, or abstains from, the action taken or (b) he objects at the
beginning of the meeting, or promptly upon his arrival, to holding it or
transacting specified business at the meeting.
SECTION 14. Age Limitations. Other than directors currently serving on
the Board of Directors as of June 18, 1992, no person shall be eligible for
election, re-election, appointment, or re-appointment to the Board of Directors
of the Corporation if such person is then more than 70 years of age. Any
director, upon attaining that age, shall automatically cease to be a director
effective as of the next succeeding annual meeting of stockholders and shall
become eligible to be a Director Emeritus in accordance with Section 15 hereof.
SECTION 15. Directors Emeritus. The Board of Directors may, by the
affirmative vote of a majority of the directors present at any meeting, appoint
one or more Directors Emeritus to serve as advisors or consultants to the Board
of Directors and may provide for their reasonable compensation pursuant to
Article III, Section 12 hereof. A Director Emeritus shall have previously served
as a director of the Corporation or a successor entity. Directors Emeritus shall
be required to attend all meetings of the Board of Directors in order to receive
compensation hereunder and may also be appointed to serve on committees of the
Board as advisors. Directors Emeritus shall not have the right to vote at Board
meetings on any matters concerning the Corporation. Directors Emeritus may be
reappointed by the affirmative vote of a majority of the directors present at
any meeting. The term of a Director Emeritus shall not exceed one year. More
than three consecutive absences from regular meetings of the Board of Directors,
unless excused by resolution of the Board of Directors, shall automatically
constitute a resignation of a Director Emeritus.
ARTICLE IV
Committees of the Board of Directors
The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, as they may determine to be
necessary or appropriate for the conduct of the business of the Corporation, and
may prescribe the duties, constitution and procedures thereof. Each committee
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<PAGE>
shall consist of one or more directors of the Corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
The board of directors may by resolution passed by a majority of the
full board, at any time change the members of, fill vacancies in, and discharge
any committee of the board. Any member of any such committee may resign at any
time by giving notice to the Corporation; provided, however, that notice to the
board, the chairman of the board, the chief executive officer, the chairman of
such committee, or the secretary shall be deemed to constitute notice to the
Corporation. Such resignation shall take effect upon receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective. Any
member of any such committee may be removed at any time, either with or without
cause, by the affirmative vote of a majority of the authorized number of
directors at any meeting of the board called for that purpose.
ARTICLE V
Officers
SECTION 1. Positions. The officers of the Corporation shall be a
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be elected by the board of directors. The board of directors may also
designate the chairman of the board as an officer. The president shall be the
chief executive officer, unless the board of directors designates the chairman
of the board as the chief executive officer. The offices of the secretary and
treasurer may be held by the same person and a vice president may also be either
the secretary or the treasurer. The board of directors may designate one or more
vice presidents as executive vice presidents or senior vice president. The board
of directors may also elect to authorize the appointment of such other officers
as the business of the Corporation may require. The chief executive officer may
appoint such other officers pursuant to such authority, general or specific, as
the board of directors may grant. The secretary shall have responsibility for
preparing and maintaining custody of minutes of directors and stockholders
meetings and for authenticating records of the Corporation. The officers shall
have such authority and perform such duties as the board of directors may from
time to time authorize or determine. In the absence of action by the board of
directors, the officers shall have such powers and duties as generally pertain
to their respective offices.
SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of the shareholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible. Each officer shall hold office until his successor
shall have been duly elected and qualified or until his death or until the
officer's death, resignation or removal in the manner hereinafter provided.
Election or appointment of an officer, employee or agent shall not of itself
create contract rights. Any officer may resign at any time upon written notice
to the board of directors and such resignation shall be effective when notice is
delivered unless the notice specifies a later effective date.
SECTION 3. Removal. Any officer may be removed by majority vote of the
board of directors or, in the case of an officer appointed by the chief
executive officer, by the chief executive officer, whenever, in its or his
judgment, the best interests of the Corporation will be served thereby, but such
removal, other than for cause, shall be without prejudice to the contract
rights, if any, of the person so removed.
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SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the board of directors or a committee thereof and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.
ARTICLE VI
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. To the extent permitted by applicable law, and
except as otherwise prescribed by the Corporation's Articles of Incorporation or
these Bylaws with respect to certificates for shares, the board of directors may
authorize any officer, employee, or agent of the Corporation to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation.
Such authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general or confined
to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers, employees or
agents of the Corporation in such manner as shall from time to time be
determined by resolution of the board of directors. Such authority may be
general or confined to specific instances.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in any of its duly authorized depositories as the board of directors may select.
ARTICLE VII
Certificates for Shares and Their Transfer
SECTION 1. Certificates for Shares. The shares of the Corporation shall
be represented by certificates signed by any two officers of the Corporation
designated by resolution of the board of directors, and may be sealed with the
seal of the Corporation or a facsimile thereof. Any or all of the signatures
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the Corporation itself
or an employee of the Corporation. If any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before the certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.
SECTION 2. Form of Share Certificates. All certificates representing
shares issued by the Corporation shall set forth upon the face or back that the
Corporation will furnish to any shareholder upon request and without charge a
full statement of the designations, preferences, limitations, and relative
8
<PAGE>
rights of the shares of each class authorized to be issued, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined, and the authority of the board
of directors to fix and determine the relative rights and preferences of
subsequent series.
Each certificate representing shares shall state upon the face thereof:
that the Corporation is organized under the laws of the Commonwealth of
Virginia; the name of the person to whom issued; the number and class of shares;
the date of issue; the designation of the series, if any, which such certificate
represents; the par value of each share represented by such certificate, or a
statement that the shares are without par value. Other matters in regard to the
form of the certificates shall be determined by the board of directors.
SECTION 3. Payment for Shares. No certificate shall be issued for any
shares until such share is fully paid.
SECTION 4. Transfer of Shares. Transfer of shares of capital stock of
the Corporation shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Corporation. Such transfer shall be made only on surrender for
cancellation of the certificate for such shares. The person in whose name shares
of capital stock stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
ARTICLE VIII
Fiscal Year; Annual Audit
The fiscal year of the Corporation shall end on the 31st day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent public accountants appointed by and
responsible to the board of directors.
ARTICLE IX
Dividends
Subject to the provisions of the Articles of Incorporation and
applicable law, the board of directors may, at any regular or special meeting,
declare, and the Corporation may pay, dividends on the Corporation's outstanding
capital stock. Dividends may be paid in cash, in property or in the
Corporation's own stock.
ARTICLE X
Corporate Seal
The corporate seal of the Corporation shall be in such form as the
board of directors shall prescribe.
9
<PAGE>
ARTICLE XI
Amendments
In accordance with the Corporation's Articles of Incorporation, these
Bylaws may be repealed, altered, amended or rescinded by the shareholders of the
Corporation only by vote of not less than 66- 2/3% of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
shareholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or recision is included in the notice of such
meeting). In addition, the board of directors may repeal, alter, amend or
rescind these Bylaws by vote of a majority of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws. In the case of
amendments made by the board of directors, the proposed changes shall be
distributed in writing to all board members at least forty-eight (48) hours
prior to the meeting at which the amendment will be first brought before the
board. Affirmative votes of at least two-thirds of the membership of the full
board shall be required at two successive meetings of the board after which the
amendment is considered as adopted.
ARTICLE XII
Board Review of the Bylaws
Annual review of these Bylaws is to be made by the board of directors
or by a committee appointed for that purpose. If the board as a whole acts as
the reviewing body, this shall be done at the first regular meeting in February
of each year; if a committee is to perform the review function, it shall be
completed in time for the committee to report its finding to the board at the
first regular meeting in February of each year.
10
EXHIBIT 4.3
Form of Authorization Form
<PAGE>
TO: AMERICAN STOCK TRANSFER & TRUST COMPANY
AUTHORIZATION FOR AUTOMATIC DIVIDEND REINVESTMENT FOR SHAREHOLDERS
OF VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
|_| I hereby authorize Virginia Beach Federal Financial Corporation to pay to
American Stock Transfer & Trust Company, as my agent for my account all cash
dividends due me on shares of Virginia Beach Federal Financial Corporation for
which I am the holder of record, as set forth on the reverse side of this card.
I want to reinvest dividends on all shares registered in my name for the
purchase of full or fractional shares of Virginia Beach Federal Financial
Corporation Common Stock in accordance with the terms of the Virginia Beach
Federal Financial Corporation Dividend Reinvestment Plan ("Plan").
|_| I further authorize the investment of $______ for the purchase of
additional shares of Virginia Beach Federal Financial Corporation Common Stock
as of the next Investment Date (minimum of $25.00, maximum of $2,000.00 per
quarter), in accordance with the Plan. Please make checks payable to: American
Stock Transfer & Trust Company. Please do not transmit funds earlier than 30
days before the next dividend payment date.
I understand that the purchases of Common Stock will be made subject to
the terms and conditions of the Plan, and that I may terminate this
authorization at any time by notifying American Stock Transfer & Trust
Company.
This authorization form, when signed, should be mailed to:
American Stock Transfer & Trust Company, Attention: Dividend
Reinvestment Department, 40 Wall Street, 46th Floor, New York,
New York 10005. An addressed envelope is provided for that
purpose.
NOTE: THIS IS NOT A PROXY
--- ------------------------------
Shareholder
Please sign exactly as name(s) appears
on this card. If shares are held jointly, each ------------------------------
shareholder must sign. Shareholder
199
------------------------ --
Date
EXHIBIT 5.1
Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
the validity of the Common Stock being registered
<PAGE>
MALIZIA, SPIDI, SLOANE & FISCH, P.C.
Attorneys at Law
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
Telephone: (202) 434-4660
Telecopier: (202) 434-4661
Board of Directors
Virginia Beach Federal Financial Corporation
Pavilion Center Office
2101 Parks Avenue
Virginia Beach, Virginia 23451
RE: Virginia Beach Federal Financial Corporation
Registration Statement on Form S-3
Board Members:
We have acted as special counsel to Virginia Beach Federal Financial
Corporation, a Commonwealth of Virginia corporation (the "Company"), in
connection with the preparation of the Registration Statement on Form S-3 filed
with the Securities and Exchange Commission (the "Registration Statement") under
the Securities Act of 1933, as amended, relating to 50,000 shares of common
stock, par value $.01 per share (the "Common Stock") of the Company which are to
be issued pursuant to the Company's Dividend Reinvestment Plan (the "Plan"), as
more fully described in the Registration Statement. You have requested the
opinion of this firm with respect to certain legal aspects of the proposed
offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with the
terms of the Plan will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3 and to references to our firm included under
the caption "Validity of Common Stock" in the Prospectus which is part of the
Registration Statement.
Sincerely,
/s/Malizia, Spidi, Sloane & Fisch, P.C.
Malizia, Spidi, Sloane & Fisch, P.C.
Washington, D.C.
February 26, 1997
EXHIBIT 23.1
Consent of Malizia, Spidi, Sloane & Fisch, P.C.
(appears in their opinion filed as Exhibit 5.1)
EXHIBIT 23.2
Consent of Independent Auditors
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Virginia Beach Federal Financial Corporation
2101 Parks Avenue
Virginia Beach, Virginia 23451
We consent to the use of our report, incorporated herein by reference,
relating to the statement of financial condition of Virginia Beach Federal
Financial Corporation as of December 31, 1995, and the related consolidated
statements of operations, cash flows and stockholders' equity for the year then
ended and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Richmond, Virginia
February 24, 1997
EXHIBIT 23.3
Consent of Independent Auditors
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to incorporation by reference in this Prospectus
constituting part of this Registration Statement on Form S-3 related to the
Virginia Beach Federal Financial Corporation Dividend Reinvestment Plan of our
report dated February 7, 1995 on the consolidated financial statements for the
year ended December 31, 1994 and the consolidated statements of operations, cash
flows and changes in stockholders' equity for the year ended December 31, 1993
included in the Company's Form 10-K for the year ended December 31, 1995 and to
incorporation by reference of the Annual Report on Form 10-K of the Company for
the year ended December 31, 1995. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Norfolk, Virginia
February 24, 1997
