AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1999
REGISTRATION NO.: 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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C&F FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1680165
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(State of Incorporation (IRS Employer Identification No.)
or Organization)
Eighth & Main Streets
West Point, Virginia 23181
(Address of Principal Executive Offices) (Zip Code)
C&F FINANCIAL CORPORATION 1998 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
(Full name of the Plan)
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<TABLE>
<CAPTION>
<S> <C>
Larry G. Dillon Copy to: Fred W. Palmore, III
President and Chief Executive Officer Mays & Valentine, L.L.P.
C&F Financial Corporation 1111 East Main St.,
Eighth & Main Streets NationsBank Center
West Point, Virginia 23181 Richmond, Virginia 23219
Telephone: (804) 843-2360 Telephone: (804) 697-1396
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(Name and Address of Agent for Service Process)
CALCULATION OF REGISTRATION FEE
========================================================================================================================
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
- ------------------------------------------------------------------------------------------------------------------------
COMMON STOCK
$1.00 PAR VALUE 125,000 $20.375 $2,546,875 $708.03
- ------------------------------------------------------------------------------------------------------------------------
</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 $20.375 per share. The proposed maximum offering price
per share of $20.375 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 October 19, 1999. The Company previously registered 25,000 shares
under its 1998 Non-Employee Director Stock Compensation Plan pursuant to its
Registration Statement on Form S-8 (file no. 333-63699).
================================================================================
1
<PAGE>
C&F Financial Corporation is filing this Registration Statement, the
contents of which are incorporated herein by reference, pursuant to Rule 416 of
the Securities Act of 1933, as amended, to reflect an increase in the common
stock, par value $1.00 ("Common Stock"), covered by such Registration Statement
from 25,000 shares of Common Stock to 150,000 shares of Common Stock.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
An index of Exhibits appears at page II-3 hereof.
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 the City of West Point, Commonwealth of Virginia, on the 20th day
of October, 1999.
C&F FINANCIAL CORPORATION
West Point, Virginia
By: /s/ Larry G. Dillon
------------------------
Larry G. Dillon
President and
Chief Executive Officer
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>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Larry G. Dillon and Director October 20, 1999
----------------------------------------
Larry G. Dillon
Senior Vice President and Chief
Financial Officer (Principal Financial
/s/ Thomas F. Cherry and Accounting Officer) October 20, 1999
----------------------------------------
Thomas F. Cherry
/s/ Sture G. Olsson Director October 20, 1999
----------------------------------------
Sture G. Olsson
/s/ James H. Hudson, III Director October 20, 1999
----------------------------------------
James H. Hudson, III
/s/ William E. O'Connell, Jr. Director October 20, 1999
------------------------------
William E. O'Connell, Jr.
/s/ J. P. Causey, Jr. Director October 20, 1999
----------------------------------------
J. P. Causey, Jr.
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
Exhibit Description Exhibit Number
Opinion of Mays & Valentine, L.L.P., with respect 5
to the validity of the Common Stock, filed herewith
Consent of Yount, Hyde & Barbour, P.C., 23.1
Independent Public Accountants dated October 20,
1999, filed herewith.
Consent of Deloitte & Touche LLP, Independent 23.2
Public Accountants dated October 20, 1999, filed
herewith.
Consent of Mays & Valentine, L.L.P., contained in 23.3
their opinion filed as Exhibit 5 hereto
III-3
Exhibits 5 and 23.3
[Mays & Valentine, L.L.P. Letterhead]
October 20, 1999
Board of Directors
C&F Financial Corporation
Eighth & Main Streets
West Point, Virginia 23181
C&F Financial Corporation 1998 Non-Employee Director Stock Compensation Plan
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Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by C&F Financial Corporation, a Virginia corporation
("C&F"), with respect to the C&F 1998 Non-Employee Director Stock Compensation
Plan (the "Plan"). As counsel to C&F, we have reviewed the registration
statement on Form S-8 (the "Registration Statement") to be filed by C&F on or
about October 20, 1999, with the Securities and Exchange Commission to effect
the registration of an additional 125,000 shares of common stock of C&F under
the Securities Act of 1933, as amended (the "Act") for issuance under the Plan.
C&F initially registered 25,000 shares of common stock pursuant to the
registration statement on Form S-8 (file no. 333-63699) on September 18, 1998.
In this regard, we have examined the Articles of Incorporation and
Bylaws of C&F, records of proceedings of the Board of Directors of C&F, 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 C&F
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.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to C&F financial Corporation 1998 Non-employee Director
Stock Compensation Plan of our report dated January 15, 1999, on the
consolidated financial statements of C&F Financial Corporation as of December
31, 1998, and for the period ended December 31, 1998, which appears in the
annual report on form 10-K of C&F Financial Corporation for the year ended
December 31, 1998.
/s/ Yount, Hyde & Barbour, P.C.
Winchester, Virginia
October 20, 1999
EXHIBIT 23.2
INDEPENDENT AUDITOR' CONSENT
We consent to the incorporation by reference in this Registration Statement of
C&F Financial Corporation on Form S-8 of our report dated January 17, 1997, on
the consolidated financial statements of C&F Financial Corporation as of and for
the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Richmond, Virginia
October 20, 1999
