As filed with the Securities and Exchange Commission on December 22, 1999.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INDEPENDENT COMMUNITY BANKSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1696103
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
111 W. Washington Street 20117
Middleburg, Virginia (Zip Code)
(Address of Principal Executive Offices)
INDEPENDENT COMMUNITY BANKSHARES, INC.
1997 STOCK OPTION PLAN
(Full Title of the Plan)
Joseph L. Boling
Chairman and Chief Executive Officer
Independent Community Bankshares, Inc.
111 W. Washington Street
Middleburg, Virginia 20117
(Name and Address of Agent For Service)
(703) 777-6327
(Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
Wayne A. Whitham, Jr., Esquire
Williams, Mullen, Clark & Dobbins
P.O. Box 1320
Richmond, Virginia 23218-1320
(804) 643-1991
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Amount to Be Offering Price Aggregate Registration
Title of Securities to Be Registered Registered (1) Per Share (2) Offering Price (2) Fee (2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $5.00 per share 190,000 shares $ 24.75 $ 4,702,500 $ 1,242
========================================================================================================================
</TABLE>
(1) The amount of Common Stock registered hereunder shall be deemed to include
any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the Registrant.
(2) Pursuant to Rule 457(c), the registration fee is based on the average of
the bid ($23.50) and asked ($26.00) price of one share of Common Stock as
of December 21, 1999.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference and
made a part hereof:
(1) the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998 (the "Form 10-KSB");
(2) the portions of the Registrant's definitive Proxy Statement
for the Annual Meeting of Shareholders held on April 21, 1999
that have been incorporated by reference into the Form 10-KSB;
(3) the Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1999, June 30, 1999 and September 30,
1999; and
(4) the description of the Registrant's Common Stock, par value
$5.00 per share, contained in the Registrant's Registration
Statement on Form 8-A, filed on April 30, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or 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 earlier 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 Capital Stock.
Not applicable.
Item 5. Interests of Named Experts And Counsel.
None.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act, Title 13.1 of the Code of Virginia
(1950), as amended (the "Virginia Act"), permits a corporation to indemnify its
officers and directors for reasonable expenses incurred in connection with legal
actions if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation. The Virginia Act
also permits a corporation to provide further indemnity, except an indemnity
against willful misconduct or a knowing violation of the criminal law.
Article III of the Registrant's Articles of Incorporation provides for
the elimination of certain personal liability of directors and executive
officers of the Registrant to the Registrant and its shareholders for monetary
damages in excess of one dollar arising by reason of the fact that such person
is or was serving in such capacity. In addition, Article III provides for the
indemnification of persons who are or were directors, officers, employees or
agents of the Registrant, or who are or were serving at the request of the
Registrant in a similar capacity with another enterprise or entity to the
fullest extent authorized by the Virginia Act. Article III also authorizes the
Registrant to purchase insurance for itself and indemnifiable persons against
any expense, liability or loss whether or not the Registrant would have the
power to indemnify such expense, liability or loss under the Virginia Act.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Articles of Incorporation of Independent Community Bankshares,
Inc. (restated in electronic format), attached as Exhibit 3.1
to the Registration Statement on Form S-4, Registration No.
333-24523, filed with the Commission on April 4, 1997 (the
"Form S-4"), incorporated herein by reference.
4.2 Bylaws of Independent Community Bankshares, Inc., attached as
Exhibit 3.2 to the Form S-4, incorporated herein by reference.
4.3 Independent Community Bankshares, Inc. 1997 Stock Option Plan
(as amended).
5 Opinion of Williams, Mullen, Clark & Dobbins.
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5).
2
<PAGE>
23.2 Consent of Yount, Hyde & Barbour, P.C.
24 Powers of Attorney (included on signature page).
Item 9. Undertakings.
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
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
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 paragraph (1)(i) and (1)(ii)
shall not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in the 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
3
<PAGE>
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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Securities Act"), each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceedings) 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 public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, 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 Loudoun County, Commonwealth of Virginia, on this 15th day
of December, 1999.
INDEPENDENT COMMUNITY BANKSHARES, INC.
By: /s/ Joseph L. Boling
------------------------------------
Joseph L. Boling
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Joseph L. Boling as
attorney-in-fact and agent for the undersigned, with full power of substitution,
for and in the name, place and stead of the undersigned, to sign and file with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, any and all amendments (including post-effective amendments) to this
Registration Statement, with any schedules or exhibits thereto, and any and all
supplements or other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of securities covered hereby, with
full power and authority to do and perform any and all acts and things as may be
necessary or desirable in furtherance of such registration.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Joseph L. Boling Chairman, Chief Executive December 15, 1999
- ----------------------------------------- Officer and Director
Joseph L. Boling (Principal Executive Officer)
/s/ Alice P. Frazier Chief Financial Officer December 15, 1999
- ----------------------------------------- (Principal Financial Officer and
Alice P. Frazier Principal Accounting Officer)
/s/ Howard M. Armfield Director December 15, 1999
- -----------------------------------------
Howard M. Armfield
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Childs Frick Burden Director December 15, 1999
- -----------------------------------------
Childs Frick Burden
/s/ J. Lynn Cornwell Director December 15, 1999
- -----------------------------------------
J. Lynn Cornwell
/s/ William F. Curtis Director December 15, 1999
- -----------------------------------------
William F. Curtis
/s/ F. E. Deacon, III Director December 15, 1999
- -----------------------------------------
F. E. Deacon, III
/s/ Robert C. Gilkison Director December 15, 1999
- -----------------------------------------
Robert C. Gilkison
/s/ C. Oliver Iselin, III Director December 15, 1999
- -----------------------------------------
C. Oliver Iselin, III
/s/ William S. Leach Director December 15, 1999
- -----------------------------------------
William S. Leach
/s/ Thomas W. Nalls Director December 15, 1999
- -----------------------------------------
Thomas W. Nalls
/s/ John C. Palmer Director December 15, 1999
- -----------------------------------------
John C. Palmer
/s/ John Sherman Director December 15, 1999
- -----------------------------------------
John Sherman
/s/ Millicent W. West Director December 15, 1999
- -----------------------------------------
Millicent W. West
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Edward T. Wright Director December 15, 1999
- -----------------------------------------
Edward T. Wright
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
4.1 Articles of Incorporation of Independent Community Bankshares,
Inc. (restated in electronic format), attached as Exhibit 3.1
to the Registration Statement on Form S-4, Registration No.
333-24523, filed with the Commission on April 4, 1997 (the
"Form S-4"), incorporated herein by reference.
4.2 Bylaws of Independent Community Bankshares, Inc., attached as
Exhibit 3.2 to the Form S-4, incorporated herein by reference.
4.3 Independent Community Bankshares, Inc. 1997 Stock Option Plan
(as amended).
5 Opinion of Williams, Mullen, Clark & Dobbins.
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5).
23.2 Consent of Yount, Hyde & Barbour, P.C.
24 Powers of Attorney (included on signature page).
Exhibit 4.3
INDEPENDENT COMMUNITY BANKSHARES, INC.
1997 STOCK OPTION PLAN
(as amended July 21, 1999)
ARTICLE I
Definitions
1.01 Affiliate means any entity that is a subsidiary corporation of
the Company. For this purpose, "subsidiary corporation" means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company if, at the time of the granting of the Option one or more of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50 percent or more of the total combined voting power of all classes
of stock in such corporation.
1.02 Agreement means a written agreement (including any amendment
or supplement thereto) between the Company and a Participant specifying the
terms and conditions of an Option granted to such Participant.
1.03 Board means the Board of Directors of the Company.
1.04 Code means the Internal Revenue Code of 1986 and any
amendments thereto.
1.05 Common Stock means the common stock of the Company.
1.06 Company means Independent Community Bankshares, Inc.
1.07 Fair Market Value means, on any given date, (i) the mean
between the bid and asked prices of the Common Stock for such date or, if the
Common Stock was not traded on such day, then on the next preceding day that the
Common Stock was so traded, or (ii) in the event the Board determines that the
bid and asked prices for the Common Stock are not available to do not provide an
accurate measure of Fair Market Value, such other amount as the Board shall
determine based upon a good faith method of valuation to be the Fair Market
Value.
1.08 Option means a stock option that entitles the holder to
purchase from the Company a stated number of shares of Common Stock at the price
set forth in an Agreement.
1.09 Participant means an employee of the Company or of an
Affiliate who satisfies the requirements of Article IV and is selected by the
Board to receive an Option.
1.10 Plan means the Independent Community Bankshares, Inc. 1997
Stock Option Plan.
ARTICLE II
Purposes
The Plan is intended to foster and promote the long-term growth and
financial success of the Company and its Affiliates by assisting the Company in
recruiting and retaining key employees with ability and initiative by enabling
individuals who contribute significantly to the Company or an Affiliate to
participate in its future success and to associate their interests with those of
the Company. The proceeds received by the Company from the sale of Common Stock
pursuant to this Plan shall be used for
<PAGE>
general corporate purposes. The Plan is not expected to have any material effect
on the value of issued and outstanding shares of the Company's Common Stock.
The Plan is intended to enable stock options granted under the Plan to
qualify as incentive stock options ("Incentive Stock Options") under Section
422A of the Internal Revenue Code of 1986, as amended (the "Internal Revenue
Code").
ARTICLE III
Administration
The Plan shall be administered by the Board. The Board shall have
authority to grant Options upon such terms (not inconsistent with the provisions
of this Plan) as the Board may consider appropriate. Such terms may include
conditions (in addition to those contained in the Plan) on the exercisability of
all or any part of an Option. In addition, the Board shall have complete
authority to interpret all provisions of this Plan; to prescribe the form of
Agreements; to adopt, amend and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations necessary or
advisable for the administration of this Plan. The express grant in the Plan of
any specific power to the Board shall not be construed as limiting any power or
authority of the Board. Any decision made, or action taken, by the Board in
connection with the administration of this Plan shall be final and conclusive.
No member of the Board shall be liable for any act done with respect to this
Plan or any Agreement or Option. All expenses of administering this Plan shall
be borne by the Company.
ARTICLE IV
Eligibility
4.01 General. Any employee of the Company or of any Affiliate
(including any corporation that becomes an Affiliate after the adoption of this
Plan) who, in the judgment of the Board, has contributed significantly or can be
expected to contribute significantly to the profits or growth of the Company or
an Affiliate may receive one or more Options.
4.02 Grants. The Board shall designate individuals to whom Options
are to be granted and will specify the number of shares of Common Stock subject
to each grant. All Options granted under this Plan shall be evidenced by
Agreements which shall be subject to applicable provisions of this Plan and to
such other provisions as the Board may adopt.
ARTICLE V
Shares Subject to Plan
Upon the exercise of any Option, the Company shall deliver to the
Participant authorized but unissued shares of Common Stock. The maximum
aggregate number of shares of Common Stock that may be issued pursuant to the
exercise of Options under this Plan is 190,000, subject to the adjustment as
provided in Article XII. If an Option is cancelled by mutual agreement of the
Company and a Participant or terminated, in whole or in part, for any reason
other than its exercise, the number of shares of Common Stock allocated to the
Option or portion thereof may be reallocated to other Options to be granted
under this Plan.
-2-
<PAGE>
ARTICLE VI
Tax Character of Options
The Board shall have the discretion to designate whether Options shall
be Incentive Stock Options or non-statutory options. To the extent that an
Option exceeds the limitation described in Article X, the Option shall not be an
Incentive Stock Option.
ARTICLE VII
Price
The price per share paid by a Participant for Common Stock purchased on
the exercise of an Incentive Stock Option shall be equal to the Fair Market
Value per share of the Company's Common stock on the date the Option is granted.
In the discretion of the Board, the price per share paid by a Participant in
connection with a non-statutory stock Option may be less then at the Fair Market
Value per share of the Company's Common Stock on the date the Option is granted.
ARTICLE VIII
Exercise of Options
8.01 Maximum Option Period. No Option shall be exercisable after
the expiration of ten years from the date Option was granted. The Board, at the
time of grant, may direct that an Option be exercisable for a period of less
than such maximum period.
8.02 Nontransferability. Any Option granted under this Plan shall
be nontransferable except by will or by the laws of descent and distribution.
During the lifetime of the Participant to whom the Option is granted, the Option
may be exercised only by the Participant. No right or interest of the
Participant in any Option shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
8.03 Employee Status. In the event that the terms of any Option
provide that it may be exercised only during employment or within a specified
period of time after termination of employment, the Board may decide in each
case to what extent leaves of absences for governmental or military service,
illness, temporary disability, or other reason shall not be deemed interruptions
of continuous employment.
ARTICLE IX
Method of Exercise of Options
9.01 Exercise. Subject to the provision of Articles VIII and XIII,
an Option may be exercised in whole at any time or in part from time to time at
such times and in compliance with such requirements as the Board shall
determine. An Option granted under this Plan may be exercised with respect to
any number of whole shares less then the full number for which the Option could
be exercised. Such partial exercise of an Option shall not affect the right to
exercise the Option from time to time in accordance with this Plan with respect
to remaining shares subject to the Option.
9.02 Payment. Unless otherwise provided by the Agreement, payment
of the Option price shall be made in cash or a cash equivalent acceptable to the
Board. If the Agreement provides, payment of all or part of the Option price may
be made by surrendering shares of Common Stock to the Company. If Common Stock
is used to pay all or part of the Option price, the shares surrendered must have
a Fair market Value (determined as of the day preceding the date of exercise)
that is not less than such price or part thereof.
-3-
<PAGE>
9.03 Shareholder Rights. No Participant shall, as a result of
receiving an Option, have any rights as a shareholder until the date he
exercises such Option.
ARTICLE X
Limitations on Incentive Stock Options
No Incentive Stock Option shall be granted to any optionee which would
cause the aggregate Fair Market Value of the stock with respect to which
Incentive Stock Options are exercisable by such optionee for the first time
during any calendar year to exceed $100,000. For the purposes of this Article,
Incentive Stock Options include all Incentive Stock Options under plans of the
Company and its Affiliates.
ARTICLE XI
Change in Control
11.01 Options. An Agreement may provide that an Option that is
outstanding on a Change in Control Date shall be exercisable in whole or in part
on that date and thereafter during the remainder of the option period stated in
the Agreement.
11.02 Change in Control. A Change in Control occurs if, after the
date of the Agreement, (i) any person who is not a Director of the Company on
the date that this Plan is adopted by the shareholders of the Company, including
a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes the owner or beneficial owner of Company securities having 20% or more
of the combined voting power of the then outstanding Company securities that may
be cast for the election of the Company's directors (other than as a result of
an issuance of securities initiated by the Company, or open market purchases
approved by the Board, as long as the majority of the Board approving the
purchases is a majority at the time the purchases are made); or (ii) as the
direct or indirect result of, or in connection with, a cash tender or exchange
offer, a merger or other business combination, a sale of assets, a contested
election, or any combination of these transactions, the persons who were
Directors of the Company before such transactions cease to constitute a majority
of the Company's Board, or any successor's board, within two years of the last
of such transactions; or (iii) with respect to a Participant employed by an
Affiliate, an event occurs with respect to the employer such that, after the
event, the employer is no longer an Affiliate and the Participant is not longer
employed by the Company or an Affiliate. For purposes of this Agreement, the
Control Change Date is the date on which an event described in (i), (ii) or
(iii) occurs. If a Change in Control occurs on account of a series of
transactions, the Control Change Date is the date of the last of such
transactions.
ARTICLE XII
Adjustment Upon Change in Common Stock
Should the Company effect one or more stock dividends, stock split-ups,
subdivisions or consolidations of shares, the number of shares as to which
Options may be granted under this Plan shall be proportionately adjusted and the
terms of Options shall be adjusted as the Board shall determine to be equitably
required. Any determination made under this Article XII by the Board shall be
final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefore, or upon conversion of shares or obligations
of the
-4-
<PAGE>
Company convertible into such shares or other securities, shall not affect, and
no adjustment by reason thereof shall be made with respect to, Options.
ARTICLE XIII
Compliance with Law and
Approval of Regulatory Bodies
No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitations, withholding tax
requirements) and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company shall have the right to rely on an
opinion of its counsel as to such compliance. Any share certificate issued to
evidence Common Stock for which an Option is exercised may bear such legends and
statements as the Board may deem advisable to assure compliance with federal and
state laws and regulations. No Option shall be exercisable, no Common Stock
shall be issued, no certificate for shares shall be delivered, and no payment
shall be made under this Plan until the Company has obtained such consent or
approval as the Board may deem advisable from regulatory bodies having
jurisdiction over such matters.
ARTICLE XIV
General Provisions
14.01 Effect of Employment. Neither the adoption of this Plan, nor
any Agreement or other document describing or referring to this Plan (or any
part thereof) shall confer upon any employee any right to continue in the employ
of the Company or an Affiliate or in any way affect any right and power of the
Company or an Affiliate to terminate the employment of any employee at any time
with or without assigning a reason therefor.
14.02 Unfunded Plan. The Plan, insofar as it provides for grants
shall be unfunded, and neither the Company nor any Affiliate shall be required
to segregate any assets that may at any time be represented by grants under this
Plan. Any liability of the Company or an Affiliate to any person with respect to
any grant under this Plan shall be based solely upon any contractual obligations
that may be created pursuant to this Plan. No such obligation of the Company or
an Affiliate shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Company or an Affiliate.
14.03 Rules of Construction. Headings are given to the articles of
this Plan solely as a convenience to facilitate reference. The reference to any
statute, regulations, or other provision of law shall be construed to include
any amendment to or successor of such provision of law.
ARTICLE XV
Amendment
The Board may amend or terminate this Plan from time to time; provided,
however, that if this Plan is approved by the Company's shareholders, no
amendment may become effective until shareholder approval of such amendment is
obtained if the amendment (i) materially increases the aggregate number of
shares that may be issued pursuant to Options, (ii) materially increases the
benefits accruing to Participants under the Plan, or (iii) materially changes
the class of employees eligible to become Participants. No amendment shall,
without a Participant's consent, adversely affect any rights of such Participant
under an Option outstanding at the time such amendment is made.
-5-
<PAGE>
ARTICLE XVI
Duration of Plan
No Option may be granted under this Plan after November 12, 2007.
Options granted before such date shall remain valid in accordance with their
terms.
-6-
Exhibits 5 and 23.1
[WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]
December 22, 1999
The Board of Directors
Independent Community Bankshares, Inc.
111 W. Washington Street
Middleburg, Virginia 20117
Re: Independent Community Bankshares, Inc. 1997 Stock Option Plan
Ladies and Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Independent Community Bankshares, Inc., a Virginia
corporation (the "Company"), with respect to the offer and sale from time to
time pursuant to the Independent Community Bankshares, Inc. 1997 Stock Option
Plan (the "Plan"), of up to 190,000 shares of the Company's common stock, par
value $5.00 per share (the "Shares"). As counsel to the Company, we have
reviewed the Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission to effect
the registration of the Shares under the Securities Act of 1933, as amended.
In this regard, we have examined such corporate proceedings, records
and documents as we have deemed necessary or advisable in connection with the
opinions set forth herein.
Based upon such examination, it is our opinion that the Shares, when
issued pursuant to the Registration Statement and the terms and conditions of
the Plan, will 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 and to the reference to our firm as counsel to the
Company in the Registration Statement.
Very truly yours,
WILLIAMS, MULLEN, CLARK & DOBBINS, P.C.
By: /s/
------------------------------------------
A Shareholder
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to Independent Community Bankshares, Inc. 1997
Stock Option Plan of our report dated January 22, 1999, on the consolidated
financial statements of Independent Community Bankshares, Inc. as of December
31, 1998, and for the period ended December 31, 1998, which appears in the
annual report on Form 10-K of Independent Community Bankshares, Inc. for the
year ended December 31, 1998.
/s/ Yount, Hyde & Barbour, P.C.
Winchester, Virginia
December 21, 1999
