As filed with the Securities and Exchange Commission on September 15, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 Number)
Incorporation or Organization)
111 W. Washington Street
Middleburg, Virginia 20117
(703) 777-6327
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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Joseph L. Boling Copies of Communications to:
Chairman and Chief Executive Officer
Independent Community Bankshares, Inc. Wayne A. Whitham, Jr., Esquire
111 W. Washington Street Williams, Mullen, Clark & Dobbins, P.C.
Middleburg, Virginia 20117 P. O. Box 1320
(703) 777-6327 Richmond, Virginia 23218-1320
(Name, Address, Including Zip Code, (804) 643-1991
and Telephone Number, Including Area Code,
of Agent for Service)
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| __________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| __________
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Shares to Amount to Be Aggregate Price Aggregate Registration
Be Registered Registered (1) Per Unit (2) Offering Price Fee
------------------------------------- ----------------- ---------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par value 100,000 shares $20.50 $2,050,000 $542
===================================== ================= ====================== ====================== ================
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(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 offering price is based on the average of
the high ($20.50) and low ($20.50) sales prices of one share of Common
Stock, as reported on the OTC Bulletin Board on September 14, 2000, and
has been established solely for the purpose of calculating the
registration fee.
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<PAGE>
PROSPECTUS
September 15, 2000
INDEPENDENT COMMUNITY
BANKSHARES, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
100,000 SHARES OF COMMON STOCK
Dear Shareholders:
We are pleased to send you this prospectus describing the Dividend
Reinvestment and Stock Purchase Plan of Independent Community Bankshares, Inc.
The Plan offers our shareholders the opportunity to purchase shares of our
common stock with automatically reinvested dividends or optional cash payments,
without payment of brokerage commissions, fees or service charges.
Shares of common stock purchased through the Plan will be purchased
either from us at the market value determined by the Plan or in the open market.
Dividends will be reinvested when paid by us, and shareholders who choose to
participate in the Plan may participate with respect to all or any portion of
their shares. Optional cash purchases may be made at any time, but may not be
less than $100 per payment or total more than $5,000 per calendar quarter. We
pay all brokerage commissions, fees, service charges and other expenses in
connection with the Plan, except brokerage fees incurred upon the sale of shares
held under the Plan.
You may enroll in the Plan at any time by completing an Authorization
Card and returning it to Registrar and Transfer Company, the Plan's agent.
If you choose not to participate in the Plan, you will continue to
receive cash dividends, when and if declared by our Board of Directors. The Plan
does not represent a change in our dividend policy or a guaranty of future
dividends. The declaration of dividends by our Board of Directors will continue
to depend on earnings and other factors.
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We are offering shares of our common stock under this prospectus only
to residents of Virginia and other states where the shares that we are offering
have been registered under applicable securities laws or where an exemption from
registration exists. A listing of those states is available from us or the
Plan's agent upon request.
Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
This prospectus describes the Plan as currently in effect, and you are
urged to read it carefully before deciding whether to participate.
JOSEPH L. BOLING
Chairman and
Chief Executive Officer
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WHERE YOU CAN FIND MORE INFORMATION
Our corporate headquarters are located at 111 West Washington Street in
Middleburg, Virginia 20117, and our telephone number is (703) 777-6327.
Independent Community Bankshares, Inc., which we will refer to as we,
us or our, is subject to the information requirements of the Securities Exchange
Act of 1934, as amended, and we file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any document that we file at the SEC's public
reference room facility located at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's regional offices at 7 World Trade Center, 13th Floor,
Suite 1300, New York, New York 10048 and Suite 1400, Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. The SEC maintains an
Internet site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding issuers, including Independent
Community Bankshares, Inc., that file documents with the SEC electronically
through the SEC's electronic data gathering, analysis and retrieval system known
as EDGAR.
Our common stock is traded on the Nasdaq SmallCap Market under the
symbol "ICBX." Our reports, proxy and information statements may also be
reviewed at the offices of the National Association of Securities Dealers, Inc.,
1735 K Street, N.W., Washington D.C. 20006.
This prospectus is part of a registration statement filed by us with
the SEC. Because the rules and regulations of the SEC allow us to omit certain
portions of the registration statement from this prospectus, this prospectus
does not contain all the information set forth in the registration statement.
You may review the registration statement and the exhibits filed with such
registration statement for further information regarding us and the shares of
our common stock being sold by this prospectus. The registration statement and
its exhibits may be inspected at the public reference facilities of the SEC at
the addresses set forth above.
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We also maintain an Internet site at
www.independentcommunitybankshares.com, which contains information relating to
us and our business.
INCORPORATION OF INFORMATION THAT WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" information we file
with the SEC. This means:
o incorporated documents are considered part of this prospectus; and
o we can disclose important information to you by referring you to
those documents.
We incorporate by reference the documents listed below, which have been
filed with the SEC:
o Our Annual Report on Form 10-KSB for the year ended December 31,
1999.
o Our Quarterly Reports on Form 10-QSB for the quarters ended March
31, 2000 and June 30, 2000.
o The description of our common stock as set forth in a registration
statement on Form 8-A, dated April 30, 1998.
We also incorporate by reference all documents filed with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this prospectus and prior to the termination of this
offering.
We will promptly provide, without charge to you, upon written or oral
request, a copy of any or all of the documents incorporated by reference in this
prospectus, other than exhibits to those documents, unless the exhibits are
specifically incorporated by reference in those documents. Requests should be
directed to:
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<PAGE>
Alice P. Frazier
Senior Vice President and Chief Financial Officer
Independent Community Bankshares, Inc.
P.O. Box 5
Middleburg, Virginia 20118
Telephone: (540) 687-6377
Facsimile: (540) 687-3739
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. No one else is authorized to
provide you with different information. We are not making an offer of shares of
our common stock in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any supplement is accurate as
of any date other than the date on the front of those documents because our
financial condition and results may have changed since that date.
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DESCRIPTION OF THE PLAN
The following, in question and answer form, describes the Plan. If you
do not wish to participate in the Plan, you will receive cash dividends, if and
when declared by our Board of Directors.
Purposes and Advantages
-----------------------
1. What is the purpose of the Plan?
The purpose of the Plan is to give eligible shareholders with a means
of investing cash dividends and/or optional cash payments in shares of our
common stock, without paying brokerage commissions, service charges or other
expenses. In the case of shares purchased directly from us, we will receive
additional funds for our general corporate purposes.
2. What are the advantages of the Plan?
Participants in the Plan may:
o Reinvest dividends and invest optional cash payments without
brokerage commissions or other charges.
o Invest the full available amount of all dividends as the Plan
provides for fractional interests in the shares held in the Plan.
o Avoid safekeeping requirements and record-keeping costs through
the free custodial service and reporting provisions of the Plan.
Participation
-------------
3. Who is eligible to participate?
Any record or beneficial holder of shares of our common stock is
eligible to participate in the Plan with respect to any or all of his or her
shares. A holder of record is a person who owns shares of our common stock
registered in his or her
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name on our records. A beneficial holder is a person who owns shares of our
common stock in "street name," such as through a broker or other nominee.
In addition, employees of Independent Community Bankshares, Inc. and
its wholly owned subsidiaries who own shares of our common stock are eligible to
participate through payroll deductions in the Plan.
4. How does an eligible shareholder become a participant in the Plan?
An eligible shareholder may join the Plan by signing the Authorization
Card and returning it to the Plan's agent. An Authorization Card may be obtained
at any time by request to the Plan's agent or to us. (See Question #8 on page 8
below for the name and address of the Plan's agent.)
Employees of Independent Community Bankshares, Inc. and its wholly
owned subsidiaries who are also shareholders may join the Plan by completing and
signing the Authorization Card and returning it to the payroll departments.
Employee-shareholders may obtain Authorization Cards at any time by written
request to their respective payroll departments.
5. When may a shareholder join the Plan?
An eligible shareholder may join the Plan at any time.
If an Authorization Card specifying reinvestment of dividends is
received by the Plan's agent at least five business days before the record date
established for payment of a particular dividend, reinvestment will start with
that dividend payment. If the Authorization Card is received less than five
business days before the record date established for payment of a particular
dividend, the reinvestment of dividends through the Plan will begin with the
next dividend.
Question #13 on page 11 below has additional information on the
investment of optional cash payments.
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6. What does the Authorization Card provide?
The Authorization Card allows you to indicate by checking the
appropriate box how you wish to participate in the Plan. You may indicate
whether you want to reinvest dividends paid on all or a specified number of your
shares of our common stock only, whether you want to reinvest dividends with the
option of purchasing additional shares of common stock with cash payments, or
whether you want to participate in the Plan by making optional cash payments
only.
Dividends on all shares purchased for your account under the Plan,
whether through dividend reinvestment or optional cash payments, will be
automatically reinvested in additional shares of our common stock, unless the
shares are withdrawn from the Plan. (See Questions #19 and #20 on page 15 below
for further information.)
7. May a participant change his or her method of participation after
enrollment?
Yes. If a participant elects initially to participate only in the
optional cash payment feature, but decides later to enroll in the dividend
reinvestment feature, the participant must execute and return to the Plan's
agent an additional Authorization Card (as described in Question #4 above). If a
participant elects initially to participate in the dividend reinvestment
feature, but decides later to participate in the optional cash payment feature
only, or if a participant wishes to change the number of shares for which
dividends will be reinvested, the participant must notify the Plan's agent in
writing to that effect, but that notification must be received at least five
business days before a particular dividend record date in order to apply to the
reinvestment of the corresponding dividend.
Administration
--------------
8. Who administers the Plan for participants?
Registrar and Transfer Company, a stock transfer company that we have
selected, acts as the Plan's agent and administers the Plan for participants,
arranges for the custody of share certificates, keeps records, sends statements
of account to
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participants and performs other duties relating to the Plan. All correspondence
relating to the Plan should include your account number and should be addressed
as follows:
Independent Community Bankshares, Inc. Dividend Reinvestment
and Stock Purchase Plan
Registrar and Transfer Company
70 Commerce Drive
Cranford, New Jersey 07016
You can call the Plan's agent at (800) 368-5948 if you have any
questions.
(See Question #25 on page 17 below for additional information regarding
the responsibilities of the Plan's agent.). Other inquiries regarding the Plan
and Independent Community Bankshares, Inc. should be directed to Alice P.
Frazier, Chief Financial Officer, Independent Community Bankshares, Inc., P.O.
Box 5, Middleburg, Virginia 20118.
Costs
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9. Are there any expenses to participants in connection with
purchases under the Plan?
No. Participants will not incur any brokerage commissions or service
charges for the purchases made under the Plan. We will pay all of the Plan's
administrative expenses, but we will not pay brokerage commissions and taxes, if
any, when shares are sold for a participant's account. (See Question #19 on page
15 below for information on a participant's expenses for the liquidation of
fractional interests.)
Purchase of Shares
------------------
10. How many shares of our common stock will be purchased for
participants?
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<PAGE>
If you become a participant in the Plan, the number of shares that we
will purchase for your account depends on the amount of your dividend and/or
optional cash payments and the market price of shares of our common stock. Your
account will be credited with that number of shares, including fractional
interests computed to four decimal places, equal to the total amount to be
invested, divided by the applicable purchase price per share. (See Question #11
on page 10 below for an explanation of the purchase price.)
11. When and at what price will shares of our common stock be
purchased under the Plan?
Purchases with reinvested dividends will be made on the applicable
dividend payment date. Purchases with optional cash payments will be made on the
third Friday of each month. Participants will become owners of the shares
purchased for them under the Plan on the date when the shares are purchased. The
holding period for federal income tax purposes, however, will begin on the
following day. (See Question #21 on page 15 below for an explanation of certain
federal income tax consequences.)
At our option, shares of our common stock will be purchased either from
us or in the open market, as follows:
o The purchase price of shares of our common stock purchased
directly from us with reinvested dividends or optional cash
payments will be determined by the market price for the shares, as
calculated below. The purchase price for each share of common
stock will equal the average of the last sales prices of our
common stock, as reported by the Nasdaq SmallCap Market (or other
authoritative sources), for the three days immediately before the
applicable purchase date on which trades of shares of our common
stock occurred.
o The purchase price of shares of our common stock purchased in the
open market will be purchased at the market price on the
applicable purchase date.
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No purchases may be made directly from us in the event that the
purchase price per share is less than the par value of shares of our common
stock, which is $5.00 per share. In that event, any dividends payable and
optional cash payments received, and not previously invested, will be used to
purchase shares of our common stock in the open market.
12. Will certificates be issued for shares of our common stock
purchased under the Plan?
Unless requested by a participant, separate certificates for shares of
our common stock purchased under the Plan will not be issued to participants.
Certificates for shares purchased will be issued to and held by a nominee of and
for the benefit of the Plan's participants. The number of shares purchased for
your account under the Plan will be shown on your statement of account. This
feature protects against loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to a participant's
account under the Plan will be issued without charge upon the participant's
written request. Any remaining full shares and fractional interests will
continue to be credited to the participant's account. Certificates representing
fractional interests will not be issued under any circumstances. (See Question
#18 on page 14 below for instructions on certificate issuance.)
13. Who will be eligible to make optional cash payments?
Eligible shareholders of our common stock who have submitted a signed
Authorization Card are eligible to make optional cash payments under the Plan at
any time. We will apply any optional cash payments received from a participant
five or more business days before a purchase date to the purchase of shares of
common stock for the account of the participant on that purchase date. Optional
cash payments received within five business days before a purchase date may be
held for investment through the Plan in the following month.
A participant may make an initial optional cash payment when enrolling
in the Plan by enclosing a check or money order with the Authorization Card. You
should make checks or money orders for optional cash payments to be invested
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through the Plan payable to "Registrar and Transfer Company, Agent." You should
return these payments along with the Authorization Card in the envelope
provided. Thereafter, you may make optional cash payments at any time by sending
them to the Plan's agent at the address set forth in Question #8 on page 8
above.
Please include your Plan account number on your check or money order
(or other instrument). We will not pay interest on any optional cash payments. A
participant may have a cash payment returned without investment by delivering a
written request to the Plan's agent at least 48 hours before it is to be
invested.
14. What are the limits on making optional cash payments?
The option to make cash payments is available at any time. The same
amount of money need not be sent each month, and you are under no obligation to
make an optional cash payment in any month. Any optional cash payments that you
wish to make may not be less than $100, and payments by a participant may not
total more than $5,000 in any calendar quarter. We reserve the right, in our
sole discretion, both to determine who is an owner of shares of our common stock
for purposes of these restrictions and to determine whether optional cash
payments on behalf of any particular owner total more than $5,000 in any
calendar quarter.
Reports to Participants
-----------------------
15. What kind of reports will be sent to participants in the Plan?
As soon as practicable after each purchase, a participant will receive
a report of all transactions since the last report. The report will include a
statement of the number of shares allocated to the participant's account, the
amount of dividends received that are allocable to the participant, the number
of shares of our common stock purchased and the price paid. These statements
will provide a record of the cost of the purchases under the Plan and should be
retained for tax purposes. In addition, each participant will receive copies of
our annual and quarterly reports to shareholders, proxy statements and
information for income tax reporting purposes.
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Dividends
---------
16. Will participants be credited with dividends on shares held in
their accounts under the Plan?
Yes. The Plan's agent will receive dividends for all shares held in the
Plan on a dividend record date and will credit those dividends to participants'
accounts on the basis of full shares and fractional interests credited to those
accounts. The dividends will be automatically reinvested in additional shares of
our common stock.
Discontinuation of Dividend Reinvestment
----------------------------------------
17. How does a participant discontinue the reinvestment of dividends
under the Plan?
A participant may discontinue the reinvestment of dividends under the
Plan by notifying the Plan's agent in writing to that effect. Any notice of
withdrawal received within five business days of a dividend record date will not
be effective until dividends paid for that record date have been reinvested and
the shares purchased have been credited to the participant's Plan account.
The options open to participants who wish to discontinue participation
in the dividend reinvestment feature are as follows:
o withdrawal from the dividend reinvestment feature, while
continuing to participate in the optional cash payment feature, or
o complete withdrawal from the Plan (dividend reinvestment and
optional cash payment feature).
If a participant withdraws from the dividend reinvestment portion of
the Plan without withdrawing from the optional cash payment feature, we will
continue to reinvest dividends paid on shares held in the participant's account
until the participant withdraws from the Plan.
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Withdrawal of Shares in Plan Accounts
-------------------------------------
18. How may a participant withdraw shares purchased under the Plan?
A participant who has purchased shares of our common stock under the
Plan may withdraw all or a portion of his or her shares from a Plan account by
notifying the Plan's agent in writing to that effect and specifying in the
notice the number of shares to be withdrawn. This notice should be mailed to the
Plan's agent at the address set forth in Question #8 on page 8 above.
A participant who changes his or her place of residence must promptly
notify the Plan's agent of the change of address. (See Question #25 on page 17
below.) If a participant moves to a state where the shares offered pursuant to
the Plan are not registered or exempt from registration under applicable
securities law, that participant will be deemed to have withdrawn from the Plan
as to all shares held by the participant in the Plan.
Certificates for whole shares of our common stock withdrawn from the
Plan will be registered in the name of, and issued to, the participant.
Certificates representing fractional shares will not be issued. Any notice of
withdrawal received within five business days of a dividend record date will not
be effective until dividends paid for that record date have been reinvested and
the shares credited to the participant's Plan account.
The Plan will sell some or all of a participant's shares held under the
Plan upon receipt of written instructions from a participant. The Plan's agent
processes all sales on a weekly basis. After the sale of those shares, the Plan
will remit to the participant a check with the proceeds of the sale, less
brokerage commissions and any applicable taxes. The Plan's agent must receive
written instructions from the participant at least 48 hours before the sale.
Sales of a participant's shares will be made at then current market prices in
transactions carried out through one or more brokerage firms. No shares will be
sold between the fifth business day prior to a dividend record date and the
following dividend payment date.
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19. What happens to any fractional interest when a participant
withdraws all shares from the Plan?
Any fractional interest withdrawn will be liquidated, and a cash
payment will be made promptly from the resulting proceeds, less brokerage
commissions and transfer taxes, if any. The Plan's agent will mail net sales
proceeds for any fractional interest together with certificates for whole shares
directly to the withdrawing participant.
20. What happens to a participant's Plan account if all shares in the
participant's own name are transferred or sold?
If you dispose of all shares of our common stock registered in your own
name, the Plan's agent will continue to reinvest the dividends on the shares
held in your Plan account, unless you also withdraw or sell all shares held in
your account under the Plan.
Federal Income Tax Consequences
-------------------------------
21. What are the federal income tax consequences of participation in
the Plan?
The Plan does not offer a discount for purchases of shares of our
common stock with reinvested dividends. In the absence of a discount feature,
the Internal Revenue Service has ruled that shareholders participating in
dividend reinvestment plans are treated for federal income tax purposes as
having received the full amount of the cash distribution that was payable, even
though the shareholder received no cash, but instead received credit for stock
of equivalent value. In addition, a shareholder will be taxed on any broker
commissions, fees or service charges that we pay for in connection with a
purchase of our common stock for the shareholder under the Plan.
To the extent distributions by us to our shareholders are treated as
made from our earnings and profits, the distributions will be dividends taxable
as ordinary income. At the present time, we expect to have sufficient earnings
and
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profits so that participating shareholders can expect that the full amount of
any distribution under the Plan will be taxable as a dividend.
In the case of corporate shareholders, the full amount of dividends
reinvested will be eligible for the dividends-received deduction available under
the Internal Revenue Code.
In the case of foreign shareholders whose taxable income under the Plan
is subject to federal income tax withholding and in the case of any other
shareholders as to whom federal income tax withholding on dividends is required,
we will make dividend reinvestment net of the amount of tax required to be
withheld.
The tax basis of any shares acquired through the Plan will be the
purchase price on the applicable purchase date. The holding period for shares
acquired through the Plan will begin on the day after the purchase date.
Participants should consult their own tax advisors as to the tax
consequences of Plan transactions. Certain tax information will be provided to
participants by the Plan's agent as described in Question #15 on page 12 above.
Other Information
-----------------
22. What happens if we have a common stock rights offering, issue a
stock dividend or declare a stock split?
Participation in any rights offering will be based upon both the shares
registered in participants' names and the shares (including fractional
interests) credited to participants' Plan accounts. Any stock dividend or share
resulting from stock splits with respect to full shares and fractional interests
credited to participants' accounts will be added to their accounts. Any
securities other than shares of our common stock or rights to subscribe for
securities other than shares of our common stock received in respect of the
shares held in the accounts of participants will be distributed by the Plan's
agent to the participants and will not become part of the Plan.
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23. How will a participant's Plan shares be voted at a meeting of
shareholders?
All shares of our common stock credited to your account under the Plan
will be voted as you direct. If on the record date for a meeting of shareholders
there are shares credited to your account under the Plan, you will be sent the
proxy material for that meeting. When you return an executed proxy, it will be
voted with respect to all shares credited to you. Or, if you elect, you may
direct the vote of all of your shares in person at the shareholders' meeting.
24. What procedures should be followed to sell or pledge shares held
in the Plan?
A participant who wishes to sell or pledge shares from his or her
account must request the withdrawal of such shares as described in Question #18
on page 14 above.
25. What is the responsibility of the Plan's agent?
The Plan's agent receives the participants' dividend payments, invests
the amounts in additional shares of our common stock, maintains continuing
records of each participant's account, and advises participants as to all
transactions in and the status of their accounts. The Plan's agent acts in the
capacity of agent for the participants.
All notices from the Plan's agent to a participant will be addressed to
the participant at his or her last address of record with the Plan's agent. The
mailing of a notice to a participant's last address of record will satisfy the
Plan's agent's duty of giving notice to that participant. Therefore,
participants must promptly notify the Plan's agent of any change of address.
The Plan's agent, a participant's nominee or nominees, and we will not
have any responsibility for acts taken or not taken in connection with the Plan,
including, for example, any claim for liability arising out of failure to
terminate a participant's account upon the participant's death or adjudicated
incompetency prior to receipt of notice in writing of such death or adjudicated
incompetency. In
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addition, these parties will not have any duties, responsibilities or
liabilities except for those that the Plan expressly provides for.
The Plan's agent had no responsibility with respect to the preparation
or content of this Prospectus.
The participant should recognize that neither we nor the Plan's agent
can provide any assurance that shares purchased under the Plan will be worth, at
any particular time, more or less than their purchase price.
All transactions in connection with the Plan, including the optional
cash payment feature, shall be governed by the laws of the Commonwealth of
Virginia.
26. May the Plan be changed or discontinued?
While we hope to continue a dividend reinvestment and stock purchase
plan indefinitely, our Board of Directors reserves the right to suspend or
terminate the Plan at any time. It also reserves the right to make modifications
to the Plan. Participants will be notified of any suspension, termination or
modification. We also may adopt reasonable procedures for the administration of
the Plan.
USE OF PROCEEDS
We do not know the number of shares of our common stock that ultimately
will be purchased under the Plan or the prices at which shares will be sold. If
the Plan purchases shares of common stock directly from us, the net proceeds
from these transactions will be added to our general funds and used for general
corporate purposes.
INDEMNIFICATION
Our Articles of Incorporation, as well as the statutes of the
Commonwealth of Virginia, contain provisions providing for the indemnification
of our directors and officers against certain liabilities, including liabilities
arising under the
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Securities Act of 1933, as amended. To the extent that indemnification for
liabilities arising under the Securities Act may be permitted to our directors,
officers and controlling persons, we have been informed that, in the opinion of
the Securities and Exchange Commission, that indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
EXPERTS
The consolidated financial statements included in our Annual Report on
Form 10-KSB for the year ended December 31, 1999, which we have incorporated by
reference into this prospectus, have been audited by Yount, Hyde & Barbour,
P.C., independent certified public accountants, as stated in their report
included in the Annual Report, and have been incorporated by reference in
reliance upon such report given upon the authority of that firm as experts in
accounting and auditing.
Documents that we have not yet filed and that we have incorporated by
reference into this prospectus will include financial statements, related
schedules (if required) and auditors' reports. Those financial statements and
schedules will have been audited to the extent and for the periods set forth in
those reports by the firm or firms rendering the reports and, to the extent so
audited and consent to incorporation by reference is given, will be incorporated
by reference in reliance upon those reports given upon the authority of the firm
or firms as experts in accounting and auditing.
LEGAL OPINION
Williams, Mullen, Clark & Dobbins, P.C., counsel to Independent
Community Bankshares, Inc., will pass upon the validity of the shares of our
common stock to be issued by us pursuant to the Plan.
-19-
<PAGE>
<TABLE>
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<S> <C>
=================================================== ===================================================
We have not authorized any dealer, salesperson or
other person to give any information or to
represent anything not contained in this
prospectus. You must not rely on any unauthorized [INDEPENDENT COMMUNITY
information or representations. This prospectus BANKSHARES, INC. LOGO]
is an offer to sell only the securities offered
hereby, but only in the jurisdictions where it is
lawful to do so. The information contained in
this prospectus is current only as of September
15, 2000.
__________________________
DIVIDEND REINVESTMENT AND
Table of Contents STOCK PURCHASE PLAN
Page
Where You Can Find More Information..............3
Incorporation of Information that We File 100,000 Shares
with the SEC...................................4
Description of the Plan Common Stock
Purposes and Advantages.....................6
Participation...............................6
Administration..............................8 ($5.00 Par Value)
Costs.......................................9
Purchase of Shares..........................9
Reports to Participants....................12
Dividends..................................13
Discontinuation of Dividend __________________
Reinvestment.............................13
Withdrawal of Shares in Plan PROSPECTUS
Accounts.................................14 __________________
Federal Income Tax Consequences............15
Other Information..........................16
Use of Proceeds.................................18
Indemnification.................................18
Experts.........................................19
Legal Opinion...................................19 Dated September 15, 2000
=================================================== ===================================================
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee*............. $ 542
Printing Expenses................................................ 5,000
Accounting Fees and Expenses..................................... 500
Legal Fees and Expenses.......................................... 5,000
Miscellaneous Expenses........................................... 1,500
-------------
Total $ 12,542
____________
* Represents actual expenses. All other expenses are estimates.
Item 15. 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 Virginia corporation to
indemnify any director or officer for reasonable expenses incurred in any legal
proceeding in advance of final disposition of the proceeding, if the director or
officer furnishes the corporation a written statement of his good faith belief
that he has met the standard of conduct prescribed by the Code, and a
determination is made by the board of directors that such standard has been met.
In a proceeding by or in the right of the corporation, no indemnification shall
be made in respect of any matter as to which an officer or director is adjudged
to be liable to the corporation, unless the court in which the proceeding took
place determines that, despite such liability, such person is reasonably
entitled to indemnification in view of all of the relevant circumstances. In any
other proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that he improperly received a
personal benefit. Corporations are given the power to make any other or further
indemnity, including advance of expenses, to any director or officer that may be
authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
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.
II-1
<PAGE>
Item 16. 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 the Independent Community Bankshares, Inc., attached
as Exhibit 3.2 to the Form S-4, incorporated herein by
reference.
4.3 Specimen of Common Stock Certificate, attached as Exhibit 4 to
the Form S-4, incorporated herein by reference.
4.4 Dividend Reinvestment and Stock Purchase Plan of Independent
Community Bankshares, Inc. (set forth in full under the
heading "Description of Plan" in the Prospectus).
5.1 Opinion of Williams, Mullen, Clark & Dobbins, P.C.
23.1 Consent of Williams, Mullen, Clark & Dobbins, P.C. (included
in Exhibit 5.1).
23.2 Consent of Yount, Hyde & Barbour, P.C.
24.1 Powers of Attorney (included on signature page).
99.1 Authorization Card.
Item 17. 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
Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");
(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
II-2
<PAGE>
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 paragraphs (a)(1)(i) and
(a)(1)(ii) do 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, as amended (the "Exchange
Act"), that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(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, 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.
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<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-3 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 September 15,
2000.
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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Joseph L. Boling Chairman, Chief Executive Officer and September 15, 2000
----------------------------------------- Director
Joseph L. Boling (Principal Executive Officer)
/s/ Alice P. Frazier Senior Vice President and September 15, 2000
----------------------------------------- Chief Financial Officer
Alice P. Frazier (Principal Financial Officer and
Principal Accounting Officer)
/s/ Howard M. Armfield Director September 15, 2000
-----------------------------------------
Howard M. Armfield
/s/ Childs Frick Burden Director September 14, 2000
-----------------------------------------
Childs Frick Burden
<PAGE>
Signature Title Date
--------- ----- ----
Director ________ __, 2000
-----------------------------------------
J. Lynn Cornwell, Jr.
Director ________ __, 2000
-----------------------------------------
William F. Curtis
Director ________ __, 2000
-----------------------------------------
F. E. Deacon, III
Director ________ __, 2000
-----------------------------------------
Robert C. Gilkison
/s/ C. Oliver Iselin, III Director September 14, 2000
-----------------------------------------
C. Oliver Iselin, III
Director ________ __, 2000
-----------------------------------------
Thomas W. Nalls
Director ________ __, 2000
-----------------------------------------
John C. Palmer
/s/ John L. Sherman Director September 14, 2000
-----------------------------------------
John L. Sherman
/s/ Millicent W. West Director September 14, 2000
-----------------------------------------
Millicent W. West
/s/ Edward T. Wright Director September 14, 2000
-----------------------------------------
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 Specimen of Common Stock Certificate, attached as Exhibit 4
to the Form S-4, incorporated herein by reference.
4.4 Dividend Reinvestment and Stock Purchase Plan of Independent
Community Bankshares, Inc. (set forth in full under the
heading "Description of Plan" in the Prospectus).
5.1 Opinion of Williams, Mullen, Clark & Dobbins, P.C.
23.1 Consent of Williams, Mullen, Clark & Dobbins, P.C. (included
in Exhibit 5.1).
23.2 Consent of Yount, Hyde & Barbour, P.C.
24.1 Powers of Attorney (included on signature page).
99.1 Authorization Card.
