VIRGINIA COMMONWEALTH FINANCIAL CORP
S-8, 2000-05-12
NATIONAL COMMERCIAL BANKS
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<PAGE>

      As filed with the Securities and Exchange Commission on May 12, 2000
                                                 Registration No.:  333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  ___________

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                  ___________

                  VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
                  -------------------------------------------
             (Exact name of registrant as specified in its charter)

        Virginia                                  54-1542438
        --------                                  ----------
(State of Incorporation                 (IRS Employer Identification No.)
     or Organization)



        102 South Main Street
         Culpeper, Virginia                            22701
         ------------------                            -----
(Address of Principal Executive Offices)            (Zip Code)


     VIRGINIA COMMONWEALTH FINANCIAL CORPORATION 1998 INCENTIVE STOCK PLAN
                            (Full name of the Plan)
                                  ___________


           O. R. Barham, Jr.                 Copy to: Fred W. Palmore, III, Esq.
              President                      -------  Scott M. J. Anderegg, Esq.
Virginia Commonwealth Financial Corporation            Mays & Valentine, L.L.P.
102 South Main Street                                  1111 East Main Street,
Culpeper, Virginia  22701                              Bank of America Center
    Telephone: (540) 825-4800                           Richmond, Virginia 23219
- ---------------------------------                      Telephone: (804) 697-1396
(Name and Address of Agent for Service Process)        -------------------------



Approximate date of proposed commencement of sales pursuant to the Plan:  Upon
effectiveness of this Registration Statement.

                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>

                                             Proposed           Proposed
                                              Maximum            Maximum
   Title of Securities     Amount to be   Offering Price        Aggregate         Amount of
    to be Registered        Registered     Per Share(1)     Offering Price(1)  Registration Fee
- -------------------------  ------------  -----------------  -----------------  ----------------
<S>                        <C>           <C>                <C>                <C>
 Common Stock
 $2.50 par value             100,000          $20.19         $2,019,000              $533.02
</TABLE>

          (1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, on the basis of $20.19 per share.  The proposed maximum offering price
per share of $20.19 was calculated based on the average of the bid and asked
prices of the shares of the Registrant as reported on the NASDAQ National Market
System on May 9, 2000.

================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     Virginia Commonwealth Financial Corporation (the "Company") will furnish
shareholders with annual reports containing audited financial statements and
with quarterly reports containing unaudited financial statements for the first
three quarters of each fiscal year.  Copies of these documents, and any other
communications sent to the Company's shareholders generally, also will be
furnished to all persons eligible to participate in the Plan.

     The Company hereby incorporates herein by reference the following documents
filed by the Company with the Commission:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
filed pursuant to Section 13 of the 1934 Act;

     (b) The description of the Company's Common Stock contained in the
"Description of Capital Stock" in the Company's Proxy Statement/Prospectus filed
as part of the Registration Statement on Form S-4, Registration No. 333-91711,
with the Securities and Exchange Commission on November 26, 1999, as amended on
December 28, 1999 (Pre-Effective Amendment No. 1), is hereby incorporated by
reference.

     All documents filed by the Company after the date of this Registration
Statement on Form S-8 pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act, prior to the filing of a post-effective amendment which indicates that
all the Company's Common Stock offered hereby has been sold or which deregisters
such Company Common Stock then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement on Form S-8.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Title 13.1, Chapter 9, Article 10 of the Code of Virginia of 1950, as
amended, permits a Virginia corporation in general to indemnify any of its
officers and directors, and any person serving at its request as an officer or
director or another corporation or enterprise if he acted in good faith and in a
manner which he believed to be in, or not opposed to, the best interest of the
corporation. In the event, however, that such person is adjudged liable to the
corporation, he will not be entitled to indemnification. The statute also
permits a corporation to provide other or further indemnity in its articles of
incorporation, or in a bylaw or resolution approved by its directors or

                                      II-1
<PAGE>

shareholders, except for an indemnity against willful misconduct or a knowing
violation of criminal law.  Furthermore, unless limited by its articles of
incorporation, a corporation shall indemnify a director who entirely prevails in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation. Finally, the statute authorizes a corporation to
purchase and maintain insurance on behalf of any such person against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.

     The Articles of Incorporation of the Registrant provide that, to the extent
and under the circumstances permitted by Virginia Code Section 13.1-704B, the
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding by reason of the fact that he
is or was a director or officer of the Registrant against liabilities,
penalties, claims and fines, including amounts paid in settlement, reasonable
expenses, and attorney's fees, imposed upon, threatened or asserted against him
or her because he or she is or was an officer or director of the Registrant,
except for an indemnity against willful misconduct or a knowing violation of
criminal law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         An index of Exhibits appears at page II-5 hereof.

Item 9.  Undertakings.

        (a) The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                (i) To include any prospectus required by Section10(a)(3) of the
Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
 after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the Registration
Statement;

                (iii)   To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and(a)(1)(ii) shall not apply to
information contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 at the
termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the undersigned
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,  thereunto duly
authorized, in Culpeper, Virginia, on April 20, 2000.

                                  VIRGINIA COMMONWEALTH FINANCIAL CORPORATION


                                  By:    /s/ O.R. Barham, Jr.
                                         --------------------
                                            O.R. Barham, Jr.
                                            President


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


    Date                  Signature                            Title
    ----                  ---------                            -----
<S>                        <C>                                 <C>



April 20, 2000        /s/ William B. Young             Chairman of the Board
                      --------------------
                          William B. Young


April 20, 2000        /s/ O. R. Barham, Jr.            President
                      ---------------------            (Principal Executive Officer)
                          O. R. Barham, Jr.


April 20, 2000        /s/ Jeffrey W. Farrar            Executive Vice President
                      ---------------------            (Principal Accounting Officer
                          Jeffrey W. Farrar            and Principal Financial
                                                       Officer)

April 20, 2000        /s/ Gregory L. Fisher            Director
                      ---------------------
                          Gregory L. Fisher


April 20, 2000        /s/ Marshall D. Gayheart, Jr.    Director
                      -----------------------------
                          Marshall D. Gayheart, Jr.


April 20, 2000        /s/ W. Robert Jebson, Jr.        Director
                      -------------------------
                          W. Robert Jebson, Jr.


April 20, 2000         /s/ H. Wayne Parrish             Director
                      --------------------
                          H. Wayne Parrish


April 20, 2000        /s/ Thomas F. Williams, Jr.      Director
                      ---------------------------
                          Thomas F. Williams, Jr.
</TABLE>


                                      II-5
<PAGE>

April 20, 2000        /s/ Taylor E. Gore               Director
                      ------------------
                          Taylor E. Gore


April 20, 2000         /s/ William R. Southworth       Director
                       -------------------------
                           William R. Southworth


April 20, 2000         /s/ E. Page Butler              Director
                       ------------------
                           E. Page Butler



                                      II-6
<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Description                                 Exhibit Number
- -------------------                                 --------------
<S>                                                 <C>
Articles of Incorporation                          3.1 (Incorporated by reference from
                                                   the Form 10-K, filed March 30, 1999)

Bylaws                                             3.2 (Incorporated by reference from
                                                   the Form 10-K, filed March 30, 1999)

Virginia Commonwealth Financial Corporation 1998   4
 Incentive Stock Plan, filed herewith.

Opinion of Mays & Valentine, L.L.P. dated May
 10, 2000, with respect to the validity of the     5
 Common Stock, filed herewith.

Consent of Yount, Hyde & Barbour, P.C.,
 Independent Public Accountants dated May 10,      23.1
 2000, filed herewith.

Consent of Mays & Valentine, L.L.P. dated May      23.2
 10, 2000, contained in their opinion filed as
 Exhibit 5 hereto.
</TABLE>

                                      II-6

<PAGE>

                                                                     Exhibit 4

                  VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
                           1998 INCENTIVE STOCK PLAN

                                   ARTICLE I
                      Establishment, Purpose, and Duration

     1.1  Establishment of the Plan.  Virginia Commonwealth Financial
Corporation, a Virginia corporation (the "Company"), hereby establishes an
incentive compensation plan for the Company and its subsidiaries to be known as
the "1998 Incentive Stock Plan", as set forth in this document.  Unless
otherwise defined herein, all capitalized terms shall have the meanings set
forth in Section 2.1 herein.  The Plan permits the grant of Incentive Stock
Options, Non-qualified Stock Options, Stock Appreciation Rights and Restricted
Stock.

     The Plan was adopted by the Board of Directors of the Company on February
12, 1998, and shall become effective on February 12, 1998 (the "Effective
Date"), subject to the approval by vote of shareholders of the Company in
accordance with applicable laws.  The plan was approved by the shareholders of
the Company on April 23, 1998 and amended by the Board of Directors of the
Company on March 16, 2000.

     1.2  Purpose of the Plan.  The purpose of the Plan is to promote the
success of the Company and its subsidiaries by providing incentives to Key
Employees that will promote the identification of their personal interest with
the long-term financial success of the Company and with growth in shareholder
value.  The Plan is designed to provide flexibility to the Company, including
its subsidiaries, in its ability to motivate, attract, and retain the services
of Key Employees upon whose judgment, interest, and special effort the
successful conduct of its operation is largely dependent.

     1.3  Duration of the Plan.  The Plan shall commence on the Effective Date,
as described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article XI herein, until February 12, 2008, at which time it shall terminate
except with respect to Awards made prior to, and outstanding on, that date which
shall remain valid in accordance with their terms.

                                   ARTICLE II
                                  Definitions

     2.1  Definitions.  Except as otherwise defined in the Plan, the following
terms shall have the meanings set forth below:

     (a) "Affiliate" and "Associate" shall have the respective meanings ascribed
     to such terms in Rule 12b-2 under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act").
<PAGE>

     (b) "Agreement" means a written agreement implementing the grant of each
     Award signed by an authorized officer of the Company and by the
     Participant.

     (c) "Award" means, individually or collectively, a grant under this Plan of
     Incentive Stock Options, Non-qualified Stock Options, Stock Appreciation
     Rights, and Restricted Stock.

     (d) "Award Date" or "Grant Date" means the date on which an Award is made
     by the Committee under this Plan.

     (e) "Beneficial Owner" shall have the meaning ascribed to such term in Rule
     13d-3 under the Exchange Act.

     (f) "Board" or "Board of Directors" means the Board of Directors of the
     Company, unless otherwise indicated.

     (g) "Change in Control" shall be deemed to have occurred if the conditions
     set forth in any one of the following paragraphs shall have been satisfied:

              (i) any Person (other than the Company, any Subsidiary, a trustee
          or other fiduciary holding securities under any employee benefit plan
          of the Company, or its Subsidiaries), who or which, together with all
          Affiliates and Associates of such Person, is or becomes the Beneficial
          Owner, directly or indirectly, of securities of the Company
          representing 20% or more of the combined voting power of the Company's
          then outstanding securities; or

              (ii) if, at any time after the Effective Date, the composition of
          the Board of Directors of the Company shall change such that a
          majority of the Board of the Company shall no longer consist of
          Continuing Directors; or

              (iii) if at any time, (1) the Company shall consolidate with, or
          merge with, any other Person and the Company shall not be the
          continuing or surviving corporation, (2) any Person shall consolidate
          with or merge with the Company, and the Company shall be the
          continuing or surviving corporation and, in connection therewith, all
          or part of the outstanding Stock shall be changed into or exchanged
          for stock or other securities of any other Person or cash or any other
          property, (3) the Company shall be a party to a statutory share
          exchange with any other Person after which the Company is a subsidiary
          of any other Person, or (4) the Company shall sell or otherwise
          transfer 50% or more of the assets or earning power of the Company and
          its Subsidiaries (taken as a whole) to any Person or Persons.

     (h) "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.

     (i) "Committee" means the committee of the Board of Directors of the
     Company appointed by the Company to administer the Plan pursuant to Article

                                      -2-
<PAGE>

     III herein, all of the members of which shall be "disinterested persons" as
     defined in Rule 16b-3, as amended, under the Exchange Act or any similar or
     successor rule.  Unless otherwise determined by the Board of Directors of
     the Company, the members of the committee responsible for executive
     compensation who are not employees of the Company or its Subsidiaries shall
     constitute the Committee.

     (j) "Company" means Virginia Commonwealth Financial Corporation, or any
     successor thereto as provided in Article XIII herein.

     (k) "Continuing Director" means an individual who was a member of the Board
     of Directors Corporation on the Effective Date or whose subsequent
     nomination for election or re-election to the Board of Directors
     Corporation was recommended or approved by the affirmative vote of two-
     thirds of the Continuing Directors then in office.

     (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (m) "Fair Market Value" of a Share means the fair market value as quoted on
     a recognized stock quotation system, exchange or bulletin board or, in the
     alternative, as determined pursuant to a reasonable method adopted by the
     Committee in good faith for such purpose.

     (n) "Incentive Stock Option" or "ISO" means an option to purchase Stock,
     granted under Article VI herein, which is designated as an incentive stock
     option and is intended to meet the requirements of Section 422A of the
     Code.

     (o) "Key Employee" means an officer or other key employee of the Company or
     its Subsidiaries, who, in the opinion of the Committee, can contribute
     significantly to the growth and profitability of, or perform services of
     major importance to, the Company and its Subsidiaries.

     (p) "Non-qualified Stock Option" or "NQSO" means an option to purchase
     Stock, granted under Article VI herein, which is not intended to be an
     Incentive Stock Option.

     (q) "Option" means an Incentive Stock Option or a Non-qualified Stock
     Option.

     (r) "Participant" means a Key Employee who is granted an Award under the
     Plan.

     (s) "Period of Restriction" means the period during which the transfer of
     Shares of Restricted Stock is restricted, pursuant to Article VIII herein.

     (t) "Person" shall have the meaning ascribed to such term in Section
     3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
     including a "group" as defined in Section 13(d).

                                     -3-
<PAGE>

     (u) "Plan" means the Virginia Commonwealth Financial Corporation 1998
     Incentive Stock Plan, as described and as hereafter from time to time
     amended.

     (v) "Related Option" means an Option with respect to which a Stock
     Appreciation Right has been granted.

     (w) "Restricted Stock" means an Award of Stock granted to a Participant
     pursuant to Article VIII herein.

     (x) "Stock" or "Shares" means the common stock of the Company.

     (y) "Stock Appreciation Right" or "SAR" means an Award, designated as a
     stock appreciation right, granted to a Participant pursuant to Article VII
     herein.

     (z) "Subsidiary" shall mean a corporation at least 50% of the total
     combined voting power of all classes of stock of which is owned by the
     Company, either directly or through one or more of its Subsidiaries.


                                  ARTICLE III
                                 Administration

     3.1  The Committee.  The Plan shall be administered by the Committee which
shall have all powers necessary or desirable for such administration.  The
express grant in this Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the Committee.  In addition to
any other powers and, subject to the provisions of the Plan, the Committee shall
have the following specific powers:  (i) to determine the terms and conditions
upon which the Awards may be made and exercised; (ii) to determine all terms and
provisions of each Agreement, which need not be identical; (iii) to construe and
interpret the Agreements and  the Plan; (iv) to establish, amend or waive rules
or regulations for the Plan's administration; (v) to accelerate the
exercisability of any Award or the termination of any Period of Restriction; and
(vi) to make all other determinations and take all other actions necessary or
advisable for the administration of the Plan.

     3.2  Selection of Participants.  The Committee shall have the authority to
grant Awards under the Plan, from time to time, to such Key Employees as may be
selected by it.  Each Award shall be evidenced by an Agreement.

     3.3  Decisions Binding.  All determinations and decisions made by the Board
or the Committee pursuant to the provisions of the Plan shall be final,
conclusive and binding.

     3.4  Rule 16b-3 Requirements.  Notwithstanding any other provision of the
Plan, the Board or the Committee may impose such conditions on any Award, and
amend the Plan in any such respects, as may be required to satisfy the
requirements of Rule 16b-3, as amended (or any successor or similar rule), under
the Exchange Act.

                                      -4-
<PAGE>

     3.5  Indemnification of Committee.  In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Award granted or made hereunder, and against all amounts reasonably
paid by them in settlement thereof or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, if such members acted in good faith and
in a manner which they believed to be in, and not opposed to, the best interests
of the Company and its Subsidiaries.

                                   ARTICLE IV
                           Stock Subject to the Plan

     4.1  Number of Shares.  Subject to adjustment as provided in Section 4.3
herein, the maximum aggregate number of Shares that may be issued pursuant to
Awards made under the Plan shall not exceed 100,000.  No more than one-third of
the aggregate number of such Shares shall be issued in connection with
Restricted Stock Awards.  Except as provided in Sections 4.2 herein, the
issuance of Shares in connection with the exercise of, or as other payment for
Awards, under the Plan shall reduce the number of Shares available for future
Awards under the Plan.

     4.2  Lapsed Awards or Forfeited Shares.  If any Award granted under this
Plan (for which no material benefits of ownership have been received, including
dividends) terminates, expires, or lapses for any reason other than by virtue of
exercise of the Award, or if Shares issued pursuant to Awards (for which no
material benefits of ownership have been received, including dividends) are
forfeited, any Stock subject to such Award again shall be available for the
grant of an Award under the Plan, subject to Section 7.2.

     4.3  Capital Adjustments.  The number and class of Shares subject to each
outstanding Award, the Option Price and the aggregate number and class of Shares
for which Awards thereafter may be made shall be subject to such adjustment, if
any, as the Committee in its sole discretion deems appropriate to reflect such
events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Company.


                                   ARTICLE V
                                  Eligibility

     Persons eligible to participate in the Plan include all employees of the
Company and its Subsidiaries who, in the opinion of the Committee, are Key
Employees.  Key Employees may not include directors of the Company who are not
employees of the Company or its Subsidiaries.

                                      -5-
<PAGE>

                                   ARTICLE VI
                                 Stock Options

     6.1  Grant of Options.  Subject to the terms and provisions of the Plan,
Options may be granted to Key Employees at any time and from time to time as
shall be determined by the Committee.  The Committee shall have complete
discretion in determining the number of Shares subject to Options granted to
each Participant, provided, however, that the aggregate Fair Market Value
(determined at the time the Award is made) of Shares with respect to which any
Participant may first exercise ISOs granted under the Plan during any calendar
year may not exceed $100,000 or such amount as shall be specified in Section
422A of the Code and rules and regulation thereunder.

     6.2  Option Agreement.  Each Option grant shall be evidenced by an
Agreement that shall specify the type of Option granted, the Option Price (as
hereinafter defined), the duration of the Option, the number of Shares to which
the Option pertains, any conditions imposed upon the exercisability of Options
in the event of retirement, death, disability or other termination of
employment, and such other provisions as the Committee shall determine.  The
Agreement shall specify whether the Option is intended to be an Incentive Stock
Option within the meaning of Section 422A of the Code, or Nonqualified Stock
Option not intended to be within the provisions of Section 422A of the Code.

     6.3  Option Price.  The exercise price per share of Stock covered by an
Option ("Option Price") shall be determined by the Committee subject to the
following limitations.  The Option Price shall not be less than 100% of the Fair
Market Value of such Stock on the Grant Date.  An ISO granted to an employee
who, at the time of grant, owns (within the meaning of Section 425(d) of the
Code) Stock possessing more than 10% of the total combined voting power of all
classes of Stock of the Company, shall have an Option Price which is at least
equal to 110% of the Fair Market Value of the Stock.

     6.4  Duration of Options.  Each Option shall expire at such time as the
Committee shall determine at the time of grant provided, however, that no ISO
shall be exercisable later than the tenth (10th) anniversary date of its Award
Date.

     6.5  Exercisability.  Options granted under the Plan shall be exercisable
at such times and be subject to such restrictions and conditions as the
Committee shall determine, which need not be the same for all Participants.  No
Option, however, shall be exercisable until the expiration of at least six
months after the Award Date, except that such limitation shall not apply in the
case of death or disability of the Participant.

     6.6  Method of Exercise.  Options shall be exercised by the delivery of a
written notice to the Company in the form prescribed by the Committee setting
forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.  The Option Price shall be payable
to the Company in full either in cash, by delivery of Shares of Stock valued at
Fair Market Value at the time of exercise, delivery of a promissory note (in the
Committee's discretion) or by a combination of the foregoing.  As soon as
practicable, after receipt of written notice and payment, the Company shall
deliver to the Participant, stock certificates in an appropriate amount based

                                      -6-
<PAGE>

upon the number of Options exercised, issued in the  Participant's name.  No
Participant who is awarded Options shall have rights as a shareholder until the
date of exercise of the Options.

     6.7  Restrictions on Stock Transferability.  The Committee shall impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan as it may deem advisable, including, without limitation,
restrictions under the applicable Federal securities law, under the requirements
of the National Association of Securities Dealers, Inc. or any stock exchange
upon which such Shares are then listed and under any blue sky or state
securities laws applicable to such Shares.

     6.8  Nontransferability of Options.  No Option granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution.  Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.

                                  ARTICLE VII
                           Stock Appreciation Rights

     7.1  Grant of Stock Appreciation Rights.  Subject to the terms and
conditions of the Plan, Stock Appreciation Rights may be granted to
Participants, at the discretion of the Committee in connection with the grant,
and exercisable in lieu of Options ("Tandem SARs").

     7.2  Exercise of Tandem SARs.  Tandem SARs may be exercised with respect to
all or part of the Shares subject to the Related Option.  The exercise of Tandem
SARs shall cause a reduction in the number of Shares subject to the Related
Option equal to the number of Shares with respect to which the Tandem SAR is
exercised.  Conversely, the exercise, in whole or in part, of a Related Option,
shall cause a reduction in the number of Shares subject to the Related Option
equal to the number of Shares with respect to which the Related Option is
exercised.  Shares with respect to which the Tandem SAR shall have been
exercised may not be subject again to an Award under the Plan.

     Notwithstanding any other provision of the Plan to the contrary, a Tandem
SAR shall expire no later than the expiration of the Related Option, shall be
transferable only when and under the same conditions as the Related Option and
shall be exercisable only when the Related Option is eligible to be exercised.
In addition, if the Related Option is an ISO, a Tandem SAR shall be exercised
for no more than 100% of the difference between the Option Price of the Related
Option and the Fair Market Value of Shares subject to the Related Option at the
time the Tandem SAR is exercised.

     7.3  Other Conditions Applicable to Tandem SARs.  No Tandem SAR granted
under the Plan shall be exercisable until the expiration of at least six months
after the Grant Date, except that such limitation shall not apply in the case of
the death or disability of the Participant.  In no event shall the term of any
Tandem SAR granted under the Plan exceed ten years from the Grant Date.  A

                                      -7-
<PAGE>

Tandem SAR may be exercised only when the Fair Market Value of a Share exceeds
the Option Price of the Related Option.  A Tandem SAR shall be exercised by
delivery to the Committee of a notice of exercise in the form prescribed by the
Committee.

     7.4  Payment Upon Exercise of Tandem SARs.  Subject to the provisions of
the Agreement, upon the exercise of a Tandem SAR, the Participant is entitled to
receive, without any payment to the Company (other than required tax withholding
amounts), an amount equal to the product of multiplying (i) the number of Shares
with respect to which the Tandem SAR is exercised by (ii) an amount equal to the
excess of (A) the Fair Market Value per Share on the date of exercise of the
Tandem SAR over (B) the Option Price of the Related Option.

     Payment to the Participant shall be made in Shares, valued at the Fair
Market Value of the date of exercise, in cash if the Participant has so elected
in his written notice of exercise and Committee has consented thereto, or a
combination thereof.  To the extent required to satisfy the conditions of Rule
16b-3(e) under the Exchange Act, or any successor or similar rule, or as
otherwise provided in the Agreement, the Committee shall have the sole
discretion to consent to or disapprove the election of any Participant to
receive cash in full or partial settlement of a Tandem SAR.  In cases where an
election of settlement in cash must be consented to by the Committee, the
Committee may consent to, or disapprove, such election at any time after such
election, or within such period for taking action as is specified in the
election, and failure to give consent shall be disapproval.  Consent may be
given in whole or as to a portion of the Tandem SAR surrendered by the
Participant.  If the election to receive cash is disapproved in whole or in
part, the Tandem SAR shall be deemed to have been exercised for Shares, or, if
so specified in the notice of exercise and election, not to have been exercised
to the extent the election to receive cash is disapproved.

     7.5  Nontransferability of Tandem SARs.  No Tandem SAR granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and distribution.
Further, all Tandem SARs granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant or his guardian or
legal representative.

                                  ARTICLE VIII
                                Restricted Stock

     8.1  Grant of Restricted Stock.  Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine.  Participants receiving Restricted Stock Awards are not
required to the pay the Company therefor (except for applicable tax withholding)
other than the rendering of services.

     8.2  Restricted Stock Agreement.  Each Restricted Stock grant shall be
evidenced by an Agreement that shall specify the Period of Restriction, the
number of Restricted Stock Shares granted, and such other provisions as the
Committee shall determine.

     8.3  Transferability.  Except as provided in this Article VIII and subject
to the limitation in the next sentence, the Shares of Restricted Stock granted
hereunder may not be sold, transferred, pledged, assigned, or otherwise

                                      -8-
<PAGE>

alienated or hypothecated until the termination of the applicable Period of
Restriction or upon earlier satisfaction of other conditions as specified by the
Committee in its sole discretion and set forth in the Agreement.  No shares of
Restricted Stock shall be sold until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant.  All rights with respect to the Restricted
Stock granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.

     8.4  Other Restrictions.  The Committee shall impose such other
restrictions on any Shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable Federal or state securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.

     8.5  Certificate Legend.  In addition to any legends placed on certificates
pursuant to Section 8.4 herein, each certificate representing shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:

     The sale or other transfer of the Shares of Stock represented by this
     certificate, whether voluntary, involuntary, or by operation of law, is
     subject to certain restrictions on transfer set forth in the 1998 Incentive
     Stock Plan of Virginia Commonwealth Financial Corporation, in the rules and
     administrative procedures adopted pursuant to such Plan, and in an
     Agreement dated ________________.  A copy of the Plan, such rules and
     procedures, and such Restricted Stock Agreement may be obtained from the
     Secretary of Virginia Commonwealth Financial Corporation.

     8.6  Removal of Restrictions.  Except as otherwise provided in this
Article, Shares of Restricted Stock covered by each Restricted Stock Award made
under the Plan shall become freely transferable by the Participant after the
last day of the Period of Restriction.  Once the Shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Section 8.5 herein removed from his Stock certificate.

     8.7  Voting Rights.  During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.

     8.8  Dividends and Other Distributions.  During the Period of Restriction,
Participants holding shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those shares while they are so held.  If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same restrictions on
transferability as the Shares of Restricted Stock with respect to which they
were distributed.

     8.9  Termination of Employment Due to Retirement.  Unless otherwise
provided in the Agreement, in the event that a Participant terminates his
employment with the Company or one of its Subsidiaries because of normal
retirement (as defined in the rules of the Company in effect at the time), any
remaining Period of Restriction applicable to the Restricted Stock Shares
pursuant to Section 8.3 herein shall automatically terminate and, except as
otherwise provided in Section 8.4 herein the Shares of Restricted Stock shall

                                      -9-
<PAGE>

thereby be free of restrictions and freely transferable.  Unless otherwise
provided in the Agreement, in the event that a Participant terminates his
employment with the Company because of early retirement (as defined in the rules
of the Company in effect at the time), the Committee, in its sole discretion,
may waive the restrictions remaining on any or all Shares of Restricted Stock
pursuant to Section 8.3 herein and add such new restrictions to those Shares of
Restricted Stock as it deems appropriate.

     8.10  Termination of Employment Due to Death or Disability.  In the event a
Participant's employment is terminated because of death or disability during the
Period of Restriction, any remaining Period of Restriction applicable to the
Restricted Stock pursuant to Section 8.3 herein shall automatically terminate
and, except as otherwise provided in Section 8.4 herein the shares of Restricted
Stock shall thereby be free of restrictions and fully transferable.

     8.11  Termination of Employment for Other Reasons.  Unless otherwise
provided in the Agreement, in the event that a Participant terminates his
employment with the Company for any reason other than for death, disability, or
retirement, as set forth in Sections 8.9 and 8.10 herein, during the Period of
Restriction, then any shares of Restricted Stock still subject to restrictions
as of the date of such termination shall automatically be forfeited and returned
to the Company.


                                   ARTICLE IX
                               Change in Control

     In the event of a Change in Control of the Company, the Committee, as
constituted before such Change in Control, in its sole discretion may, as to any
outstanding Award, either at the time the Award is made or any time thereafter,
take any one or more of the following actions:  (i) provide for the acceleration
of any time periods relating to the exercise or realization of any such Award so
that such Award may be exercised or realized in full on or before a date
initially fixed by the Committee; (ii) provide for the purchase or settlement of
any such Award by the Company, upon a Participant's request, for an amount of
cash equal to the amount which could have been obtained upon the exercise of
such Award or realization of such Participant's rights had such Award been
currently exercisable or payable; (iii) make such adjustment to any such Award
then outstanding as the Committee deems appropriate to reflect such Change in
Control; or (iv) cause any such Award then outstanding to be assumed, or new
rights substituted therefor, by the acquiring or surviving corporation in such
Change in Control.

                                   ARTICLE X
                 Modification, Extension and Renewals of Awards

     Subject to the terms and conditions and within the limitations of the Plan,
the Committee may modify, extend or renew outstanding Awards, or, if authorized
by the Board, accept the surrender of outstanding Awards (to the extent not yet
exercised) granted under the Plan and authorize the granting of new Awards
pursuant to the Plan in substitution therefor, and the substituted Awards may
specify a lower exercise price than the surrendered Awards, a longer term than
the surrendered Awards or may contain any other provisions that are authorized
by the Plan.  The Committee may also modify the terms of any outstanding
Agreement.  Notwithstanding the foregoing, however, no modification of an Award,
shall, without the consent of the Participant, adversely affect the rights or
obligations of the Participant.

                                     -10-
<PAGE>

                                   ARTICLE XI
              Amendment, Modification and Termination of the Plan

     11.1  Amendment, Modification and Termination.  At any time and from time
to time, the Board may terminate, amend, or modify the Plan.  Such amendment or
modification may be without shareholder approval except to the extent that such
approval is required by the Code, pursuant to the rules under Section 16 of the
Exchange Act, by any national securities exchange or system on which the Stock
is then listed or reported, by any regulatory body having jurisdiction with
respect thereto or under any other applicable laws, rules or regulations.

     11.2  Awards Previously Granted.  No termination, amendment or modification
of the Plan other than pursuant to Section 4.4 herein shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
written consent of the Participant.

                                  ARTICLE XII
                                  Withholding

     12.1  Tax Withholding.  The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, State and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.

     12.2  Stock Withholding.  With respect to withholding required upon the
exercise of Nonqualified Stock Options, or upon the lapse of restrictions on
Restricted Stock, or upon the occurrence of any other similar taxable event,
participants may elect, subject to the approval of  the Committee, to satisfy
the withholding requirement, in whole or in part, by having the Company withhold
Shares of Stock having a Fair Market Value equal to the amount required to be
withheld.  The value of the Shares to be withheld shall be based on Fair Market
Value of the Shares on the date that the amount of tax to be withheld is to be
determined.  All elections shall be irrevocable and be made in writing, signed
by the Participant on forms approved by the Committee in advance of the day that
the transaction becomes taxable.

                                  ARTICLE XIII
                                   Successors

     All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.


                                  ARTICLE XIV
                                    General

                                     -11-
<PAGE>

     14.1  Requirements of Law.  The granting of Awards and the issuance of
Shares of Stock under this Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or SROs as
may be required.

     14.2  Effect of Plan.  The establishment of the Plan shall not confer upon
any Key Employee any legal or equitable right against the Company, a Subsidiary
or the Committee, except as expressly provided in the Plan.  The Plan does not
constitute an inducement or consideration for the employment of any Key
Employee, nor is it a contract between the Company or any of its Subsidiaries
and any Key Employee.  Participation in the Plan shall not give any Key Employee
any right to be retained in the service of the Company or any of its
Subsidiaries.

     14.3  Creditors.  The interests of any Participant under the Plan or any
Agreement are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered.

     14.4  Governing Law.  The Plan, and all Agreements hereunder, shall be
governed, construed and administered in accordance with and governed by the laws
of the Commonwealth of Virginia and the intention of the Company is that ISOs
granted under the Plan qualify as such under Section 422A of the Code.

     14.5  Severability.  In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

<PAGE>

                                                             Exhibits 5 and 23.2
                                                             -------------------


                     [Mays & Valentine, L.L.P. Letterhead]


                                  May 10, 2000



Board of Directors
Virginia Commonwealth Financial Corporation
102 South Main Street
Culpeper, Virginia  22701

     Virginia Commonwealth Financial Corporation 1998 Incentive Stock Plan
     ---------------------------------------------------------------------

Gentlemen:

          This letter is delivered to you in connection with the actions taken
and proposed to be taken by Virginia Commonwealth Financial Corporation, a
Virginia corporation ("VCFC"), with respect to the Virginia Commonwealth
Financial Corporation 1998 Incentive Stock Plan (the "Plan").  As counsel to
VCFC, we have reviewed the registration statement on Form S-8 (the "Registration
Statement") to be filed by VCFC on or about May 10, 2000, with the Securities
and Exchange Commission to effect the registration of 100,000 shares of common
stock of VCFC under the Securities Act of 1933, as amended (the "Act") for
issuance under the Plan.

          In this regard, we have examined the Articles of Incorporation and
Bylaws of VCFC, records of proceedings of the Board of Directors of VCFC, the
Plan and such other records and documents as we have deemed necessary or
advisable in connection with the opinions set forth herein.  In addition, we
have relied as to certain matters on information obtained from public officials,
officers of VCFC and other sources believed by us to be reliable.

          Based upon our examination and inquiries, we are of the opinion that
the shares which constitute original issuance securities will, when issued
pursuant to the terms and conditions of the Plans, be validly issued, fully paid
and nonassessable.  The foregoing opinion is limited to the laws of the
Commonwealth of Virginia and we express no opinion as to the effect of the laws
of any other jurisdiction.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                Very truly yours,


                                            /s/ Mays & Valentine, L.L.P.

<PAGE>

                                                                    Exhibit 23.1
                                                                    ------------


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to Virginia Commonwealth Financial Corporation 1998
Incentive Stock Plan and in the related prospectus of our report dated January
14, 2000, except for the first paragraph in Note 2 as to which the date is
February 14, 2000, on the consolidated financial statements of Virginia
Commonwealth Financial Corporation as of December 31, 1999, and for the period
ended December 31, 1999, which appears in the annual report on Form 10-K of
Virginia Commonwealth Financial Corporation for the year ended December 31,
1999.



                                            /s/ YOUNT, HYDE & BARBOUR, P.C.




Winchester, Virginia
May 10, 2000


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