UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 2, 1990
SECOND NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1542438
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
102 South Main Street, Culpeper, Virginia 22701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540) 825-4800
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Item 5. Other Events.
On or about June 2, 1990, the Registrant filed a Form 8-K Current
Report with the Securities and Exchange Commission ("Commission") to report the
consummation of the formation of a one-bank holding company pursuant to the
terms and conditions of the Agreement and Plan of Reorganization, dated as of
April 12, 1990 ("Agreement") and to obtain a Commission registration number
under the Securities Exchange Act of 1934 ("Exchange Act") pursuant to Rule
12(g)3. No Exchange Act registration number was ever issued to the Registrant,
which has continued to use its originally assigned Securities Act of 1933
registration number. In accordance with the Securities Act of 1933 ("Securities
Act"), the Registrant filed with the Commission a Registration Statement on Form
S-4, No. 33-34100, covering the 1,502,352 shares of its common stock issued to
the shareholders of Second National Bank, a national banking association
("Bank") headquartered in Culpeper, Virginia, in connection with the Agreement
and related transactions.
Pursuant to the consummation of the Agreement, the Registrant
acquired all of the outstanding shares of the Bank on July 2, 1990 ("Effective
Date"). This transaction involved the merger of the Bank into an interim bank
organized solely to effect the reorganization of the Bank into a one-bank
holding company structure. On the Effective Date, each outstanding share of
common stock of the Bank was converted, in a tax-free transaction, into four
shares of common stock of the Registrant.
Prior to the Registrant's Securities Act registration statement
filing, the Bank was registered under Section 12 of the Securities Exchange Act
of 1934 ("Exchange Act") with the Office of Comptroller of the Currency ("OCC").
<PAGE>
Since the Bank was registered with the OCC, it did not have an Exchange Act
registration file number at the Commission. The original Form 8-K filing
referenced above was made by the Registrant upon consultation with the
Commission under Rule 12(g)3 of the Exchange Act to effect a successor
registration. By virtue of consummation of the Agreement and filing of the
related Form 8-K evidencing this fact, the Registrant automatically became the
successor issuer at the Commission to the Bank's Exchange Act registration as
previously filed with the OCC. According to interpretations of the Commission,
no Form 8-A, 8-B or other Exchange Act registration was required as the
Registrant's securities were automatically deemed registered under Section
12(g)3 upon the filing of the Form 8-K. The Registrant immediately assumed and
has continued to make all filings under the requirements of the Exchange Act as
the Bank's successor issuer.
At the time of the succession, the Commission did not assign an
Exchange Act file number. The Registrant has been using its Securities Act
registration number, No. 33-34100, on all of its filings. This Form 8-K Current
Report is being filed in order to generate an Exchange Act file number for the
Registrant's use in its future filings and making an application for listing on
the National Association of Securities Dealers' Automated Quotation system. To
the extent necessary to accomplish this purpose, the Form 8-K Current Report
filed hereunder incorporates by reference the Form 8-K Current Report filed on
or about June 2, 1990.
The Registrant asks that the Commission generate an Exchange Act
file number for the Registrant at the earliest possible time.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Second National Financial Corporation
Date: June 24, 1997 By: /s/ Ed Barham
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Ed Barham
President and
Chief Executive Officer
