SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
TYSONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1527945
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
8200 Greensboro Drive, Suite 100, McLean, Virginia 22102
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box. |_|
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. |_|
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $5 per share
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The authorized capital of the Company consists of 10,000,000 shares of
Common Stock, par value $5.00 per share (the "Common Stock") and 10,000,000
shares of preferred stock, par value $.01 per share (the "Preferred Stock"). As
of March 31, 1996, there were issued and outstanding 668,619 shares of Common
Stock, which were held by approximately 277 owners of record, and there were
247,150 shares issuable upon the exercise of options and warrants to purchase
Common Stock. The shares of Common Stock to be issued hereby will be fully paid
and non-assessable. Upon completion of the Offering, the Company expects that
the Common Stock will be traded on The Nasdaq SmallCap Market under the symbol
"TYSN." Upon completion of the Offering, American Stock Transfer & Trust Company
will serve as transfer agent and registrar for the Common Stock.
Common Stock
The holders of Common Stock are entitled to receive dividends when and as
declared by the Board out of funds legally available therefor. Upon dissolution
of the Company, the holders of Common Stock are entitled to share pro rata in
the Company's net assets after payment or provision for payment of all debts and
liabilities of the Company, and after provisions for any class of Preferred
Stock or other senior security which may be issued by the Company.
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the shareholders and may not cumulate their votes
for the election of directors. Subject to the voting rights of the holders of
Preferred Stock, if any, the exclusive voting power for all purposes is vested
in the holders of the Common Stock. Each share of Common Stock is entitled to
participate on a pro rata basis in dividends and other distributions. The
holders of Common Stock do not have preemptive rights to subscribe for
additional shares that may be issued by, and no share is entitled in any manner
to any preference over any other share.
Preferred Stock
The Company has the authority, exercisable by its Board of Directors and
without shareholder approval, to issue, in one or more series, shares of
Preferred Stock from time to time and in such series and with such preferences,
limitations and relative rights as may be determined by the Board of Directors
for such purposes and for such consideration as it may deem advisable.
Accordingly, the Board of Directors, without shareholder approval, may authorize
the issuance of one or more series of Preferred Stock with the same voting power
as the holders of Common Stock.
The creation and issuance of any series of Preferred Stock and the relative
rights, designations and preferences of such series, if and when established,
will depend upon, among other things, the future capital needs of the Company,
then existing market conditions and other factors that, in the judgment of the
Board of Directors, might warrant the issuance of Preferred Stock. As of the
date of this document, the Company has no arrangements, undertakings or plans
with respect to the issuance of Preferred Stock.
Certain Protective Provisions
General. The Company's Articles of Incorporation and the Virginia Stock
Corporation Act (the "Virginia SCA") contain certain provisions designed to
enhance the ability of the Board of Directors to deal with attempts to acquire
control of the Company. These provisions, and the ability of the Board of
Directors to issue shares of Preferred Stock and to set the voting rights,
preferences and other terms thereof, may be deemed to have an anti-takeover
effect and may discourage takeover attempts which have not been approved by the
Board of Directors (including takeovers which certain shareholders may deem to
be in their best interest). These provisions also could discourage or make more
difficult a merger, tender offer or proxy contest, even though such transaction
may be favorable to the interests of shareholders, and could potentially
adversely affect the market price of the Common Stock.
The following briefly summarizes protective provisions contained in the
Articles and provided by the Virginia SCA. This summary is necessarily general
and is not intended to be a complete description of all the features and
consequences of those provisions, and is qualified in its entirety by reference
to the Articles and the statutory provisions contained in the Virginia SCA.
Staggered Board Terms. The Articles of Incorporation provide that the Board
of Directors be divided into three classes as nearly equal in number as
possible, with one class to be elected annually for a term of three years and
until their successors are elected and qualified. Vacancies occurring in the
Board of Directors by reason of death, written resignation, retirement,
disqualification or removal may be filed by the Board of Directors, and any
directors so chosen shall hold office until the next election of directors by
the shareholders. Pursuant to the By-laws, directors may be removed with or
without cause only at a meeting called for the purpose of removing the director
and for which due notice is given and only by a vote of the holders of a
majority of the outstanding shares entitled to vote.
Affiliated Transactions. Virginia law prohibits certain "affiliated
transactions" (including a merger, consolidation, share exchange or, in certain
circumstances, an asset transfer, guaranty or issuance or reclassification of
equity securities) between a Virginia corporation and an "Interested
Shareholder." An Interested Shareholder is (a) a person who beneficially owns
10% or more of the voting power of any class of the corporation's shares or (b)
an affiliate or associate of the corporation who, at any time within the
three-year period prior to the date in question, was an Interested Shareholder.
Such affiliated transactions are prohibited for three years after the date on
which the Interested Shareholder became an Interested Shareholder unless such
transaction is approved by the affirmative vote of a majority of the
disinterested directors and by the affirmative vote of the holders of two-thirds
of the voting shares other than those owned by the Interested Shareholder.
Thereafter, any such affiliated transactions must be approved by the affirmative
vote of the holders of two-thirds of the voting shares of the corporation other
than voting shares held by the Interested Shareholder with whom the affiliated
transaction is to be effected, unless, among other things, the transaction was
approved by a majority of the disinterested directors or the corporation's
shareholders receive a minimum price (as defined in Virginia law) for their
shares and the consideration is received in cash or in the same form as
previously paid by the Interested Shareholder for its shares. These provisions
of Virginia law do not apply, however, to affiliated transactions with an
Interested Shareholder whose acquisition of voting shares making such person an
Interested Shareholder was approved in advance by a majority of the
disinterested directors.
A Virginia corporation may adopt an amendment to its charter or by-laws
electing not to be subject to the special voting requirements of the foregoing
legislation. Any such amendment would have to be approved by the affirmative
vote of the holders of at least a majority of the shares entitled to vote that
are not owned by an Interested Shareholder. The Company has not adopted such an
amendment.
Control Share Acquisitions. Virginia law provides that shares of a Virginia
corporation, with 300 or more shareholders, acquired in a "control share
acquisition" have no voting rights except to the extent approved by a vote of a
majority of the votes entitled to be cast on the matter, excluding shares of
stock owned by the acquiror or by officers or directors who are employees of the
corporation. A control share acquisition means, subject to certain exceptions,
the acquisition of beneficial ownership of voting shares of stock which, if
aggregated with all other shares of stock which then have voting rights and are
beneficially owned by such a person, would entitle the acquiror to exercise
voting power in electing directors within one of the following ranges of voting
power: (a) 20% or more but less than 33 1/3%; (b) 33 1/3% or more but less than
a majority; or (c) a majority of all voting power. The acquisition of shares of
stock in addition to shares which an acquiring person is entitled to vote as a
result of having previously obtained shareholder approval does not constitute a
control share acquisition, unless as a result of such acquisition, the voting
power of the shares beneficially owned by the acquiror would exceed the range in
respect of which voting rights had previously been granted.
A person who has made, or proposes to make, a "control share acquisition,"
upon satisfaction of certain conditions (including an undertaking to pay
expenses), may compel the board of directors to call a special meeting of
shareholders to be held within 50 days of demand therefor to consider the voting
rights of the shares.
<PAGE>
If voting rights are not approved at the meeting or if the acquiring person
does not deliver control share acquisition statement as permitted by statute,
then, subject to certain conditions and limitations, the corporation may redeem
any or all of the shares acquired in the control share acquisition. The
redemption price for such shares is the number of such shares multiplied by the
dollar amount (rounded to the nearest cent) equal to the average per share
price, including any brokerage commissions, transfer taxes and soliciting
dealer's fees, paid by the acquiring person for such shares. If voting rights
for such shares are approved at a shareholders' meeting and the acquiror becomes
entitled to vote a majority of the shares entitled to vote, all other
shareholders may exercise appraisal rights. The fair value of the stock as
determined for purposes of such appraisal rights may not be less than the
highest price per share paid in the control share acquisition, and certain
limitations and restrictions otherwise applicable to the exercise of dissenters'
rights do not apply in the context of a "control share acquisition."
The control share acquisition statute does not apply (a) to shares acquired
pursuant to a merger, plan of share exchange, or tender or exchange offer, if
the corporation is a party to such transaction or agreement therefor, (b) to
shares acquired directly from the corporation, from a wholly owned subsidiary of
the corporation, or from a corporation having beneficial ownership of shares
representing at least a majority of the voting power in electing directors, or
(c) to acquisitions previously approved or exempted by a provision in the
charter or by-laws of the corporation. The Company has not adopted such a
provision in its Articles of Incorporation or By-Laws.
Item 2. Exhibits.
I. A. Articles of Incorporation (incorporated by reference to
Exhibit 3(a) to the Company's Registration Statement No.
33-33051-A on Form S-18).
B. By-Laws of the Company amended through May 27, 1992
(incorporated by reference to Exhibit 3(b) to the Company's
Amendment No. 1 to Form SB-2 (file no.: 333-3130) as filed
with the Securities and Exchange Commission on May 14, 1996).
C. Form of Common Stock Certificate.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 14, 1996 TYSONS FINANCIAL CORPORATION
By: /s/ Terrie G. Spiro
Name: Terrie G. Spiro
Title: Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit Page
A. Articles of Incorporation (incorporated by reference to Exhibit 3(a)
to the Company's Registration Statement No. 33-33051-A on Form S-18).
B. By-Laws of the Company amended through May 27, 1992
(incorporated by reference to Exhibit 3(b) to the Company's
Amendment No. 2 to Form SB-2 (file no.: 333-3130) as filed
with the Securities and Exchange Commission on May 14, 1996).
C. Form of Common Stock Certificate.
INCORPORATED UNDER THE LAWS OF VIRGINIA
NUMBER SHARES
TYSONS FINANCIAL CORPORATION
XXXX XXXX
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
|-------------------|
| CUSIP 902499 10 2 |
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AUTHORIZED COMMON STOCK 10,000,000 SHARES
PAR VALUE $5.00 PER SHARE
This Certifies that______________________________ is the
registered holder of ___________________ Shares
OF THE COMMON STOCK OF TYSONS FINANCIAL CORPORATION
WHICH ARE FULLY PAID AND NON-ASSESSABLE AND WHICH ARE
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed
this__________ day of ___________ A.D. 19____
/s/ LETITIA LEE MARKS /s/ TERRIE G. SPIRO
ASSISTANT SECRETARY PRESIDENT
[SEAL]
