<PAGE>
As filed with the Securities and Exchange Commission on May 1, 2000
Registration No.: 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________
C&F FINANCIAL CORPORATION
-------------------------
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1680165
-------- ----------
(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 1994 INCENTIVE STOCK PLAN
(Full name of the Plan)
___________
Larry G. Dillon Fred W. Palmore, III, Esq.
President and Chief Executive Officer Scott M. J. Anderegg, Esq.
C&F Financial Corporation Mays & Valentine, L.L.P.
Eighth & Main Streets 1111 East Main Street
West Point, Virginia 23181 Richmond, Virginia 23219
Telephone: (804) 843-2360 Telephone: (804) 697-1396
------------------------------- ---------------------------
(Name and Address of Agent for Service Process)
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
$1.00 par value 300,000 $15.50 $4,650,000 $1,227.60
- ---------------------------------------------------------------------------------------------------
</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 $15.50 per share. The proposed maximum offering price
per share of $15.50 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 April 26, 2000.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
C&F 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; and
(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. 33-70184,
with the Securities and Exchange Commission on October 12, 1993, as amended on
October 19, 1993 (Pre-Effective Amendment No. 1), is hereby incorporated by
reference.
All documents filed by the Company after the date of this Registration
Statement 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.
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
II-1
<PAGE>
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 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 Company provide that, to the
extent and under the circumstances permitted by Virginia Code Section 13.1-704B,
the Company 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 Company 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 Company, 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-6 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
II-2
<PAGE>
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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 the City of West Point, Commonwealth of Virginia, on the 18th day
of April, 2000.
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 April 18, 2000
- --------------------------------
Larry G. Dillon
Vice President and Chief Financial
Officer (Principal Financial
/s/ Thomas F. Cherry and Accounting Officer) April 18, 2000
- --------------------------------
Thomas F. Cherry
/s/ Sture G. Olsson Director April 18, 2000
-------------------------------
Sture G. Olsson
/s/ James H. Hudson, III Director April 18, 2000
-------------------------------
James H. Hudson, III
/s/ William E. O'Connell, Jr. Director April 18, 2000
-------------------------------
</TABLE>
II-4
<PAGE>
William E. O'Connell, Jr.
/s/ J. P. Causey, Jr. Director April 18, 2000
-------------------------------
J. P. Causey, Jr.
II-5
<PAGE>
EXHIBIT INDEX
Exhibit Description Exhibit Number
- ------------------- --------------
Articles of Incorporation 4.1 (Incorporated by reference from
the Form 10-KSB, filed March 29,
1996)
Bylaws 4.2 (Incorporated by reference from
the Form 10-KSB, filed March 29,
1996)
Amended and Restated C&F Financial 4.3
Corporation 1994 Incentive Stock Plan,
filed herewith.
Opinion of Mays & Valentine, L.L.P., 5
dated April 27, 2000, with respect to
the validity of the Common Stock, filed
herewith.
Consent of Yount, Hyde & Barbour, P.C., 23.1
Independent Public Accountants dated April
27, 2000, filed herewith.
Consent of Mays & Valentine, L.L.P., dated
April 27, 2000, contained in their opinion 23.2
filed as Exhibit 5 hereto.
II-6
<PAGE>
AMENDED AND RESTATED
C&F FINANCIAL CORPORATION
1994 INCENTIVE STOCK PLAN
As of April 18, 2000
ARTICLE I
Establishment, Purpose, and Duration
1.1 Establishment of the Plan. C&F Financial Corporation, a Virginia
-------------------------
corporation (the "Company"), hereby establishes an incentive compensation plan
for the Company and its subsidiaries to be known as the "1994 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 March 15,
1994, and shall become effective on May 1, 1994 (the "Effective Date"), subject
to the approval by vote of shareholders of the Company in accordance with
applicable laws.
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 April 30, 2004, 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").
(b) "Agreement" means a written agreement implementing the grant of
each Award signed by an authorized officer of the Company and by the
Participant.
<PAGE>
(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 earnings 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
Citizens and Farmers Bank (the "Bank") appointed by the Company to
administer the Plan pursuant to Article 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 Bank, the
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<PAGE>
members of the committee responsible for executive compensation who are not
employees of the Company or is Subsidiaries shall constitute the Committee.
(j) "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.
(k) "Corporation" means C&F Financial Corporation, or any successor
thereto as provided in Article XIII herein.
(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
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).
(u) "Plan" means the C&F Financial Corporation 1994 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.
-3-
<PAGE>
(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 as 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 Agreement 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.
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
-4-
<PAGE>
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 500,000. 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 Pan 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.
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.
-5-
<PAGE>
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
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
-6-
<PAGE>
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
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 Under 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
-7-
<PAGE>
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 disapproved. 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
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.
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<PAGE>
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 1994 Incentive Stock Plan of C&F 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 C&F 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 why 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
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
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<PAGE>
reason other than for death, disability, or retirement, as set forth in Section
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.
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 an 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.
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<PAGE>
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
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
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<PAGE>
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.
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<PAGE>
Exhibit 5 & 23.2
----------------
[Mays & Valentine, L.L.P. Letterhead]
April 27, 2000
Board of Directors
C&F Financial Corporation
Eighth & Main Streets
West Point, Virginia 23181
C&F Financial Corporation 1994 Incentive Stock Plan
---------------------------------------------------
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 1994 Incentive Stock 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 April 27, 2000, with
the Securities and Exchange Commission to effect the registration of 300,000
shares of common stock of C&F 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 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.
<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 C&F Financial Corporation 1994 Incentive Stock Plan and
in the related prospectus of our report dated January 20, 2000, on the
consolidated financial statements of C&F 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 C&F Financial Corporation for the year ended
December 31, 1999.
/s/ YOUNT, HYDE & BARBOUR, P.C.
Winchester, Virginia
April 28, 2000
