SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SOUTHERN FINANCIAL SOUTHERN FINANCIAL
CAPITAL TRUST I BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter) (Exact Name of Registrant as Specified in its Charter)
Delaware Virginia
(State of Incorporation or Organization) (State of Incorporation or Organization)
54-1969867 54-1779978
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
Southern Financial Bancorp 37 East Main Street
37 East Main Street Warrenton, Virginia 20186
Warrenton, Virginia 20186 (Address of Principal Executive Offices)
(Address of Principal Executive Offices)
If this form relates to the registration of a class of If this form relates to the registration of a class
securities pursuant to Section 12(b) of the Exchange Act of securities pursuant to Section 12(g) of the
and is effective pursuant to General Instruction A.(c), Exchange Act and is effective pursuant to General
please check the following box. [ ] Instruction A.(d), please check the following box. [ X ]
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Securities Act registration statement file number to which this form relates:
333-94461 and 333-94461-01 (If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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none none
Securities to be registered pursuant to Section 12(g) of the Act:
$0.55 Redeemable Capital Securities
(Liquidation Amount $5.00 per Capital Security)
and the Guarantee with respect thereto
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
This registration statement relates to the registration under Section
12(g) of the Securities Exchange Act of 1934, as amended, of the $0.55
Redeemable Capital Securities (Liquidation Amount $5.00 per Redeemable Capital
Security) of Southern Financial Capital Trust I (the "Redeemable Capital
Securities"), a Delaware business trust (the "Trust"), and the guarantee with
respect to the Redeemable Capital Securities issued by Southern Financial
Bancorp, Inc. (the "Guarantee"), a Virginia corporation (the "Company", and,
together with the Trust, the "Registrants"). The descriptions of the Redeemable
Capital Securities and the Guarantee to be registered hereunder are set forth
under the captions "Description of Redeemable Capital Securities" and
"Description of Guarantee", respectively, in the Prospectus filed by the
Registrants with the Securities and Exchange Commission on May 18, 2000 pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, and is hereby
incorporated by reference. The Prospectus was filed in connection with the
Registrants' Registration Statement on Form S-1, Registration Nos. 333-94461 and
333-94461-01 (the "Form S-1 Registration Statement"), which was declared
effective by the Commission on May 10, 2000. A post-effective amendment to the
Registration Statement was declared effective by the Commission on May 11, 2000.
Item 2. Exhibits
4.1 Certificate of Trust of the Trust, included as Exhibit 4.1 to
the Form S-1 Registration Statement and incorporated herein by
reference.
4.2 Trust Agreement between the Company and Wilmington Trust
Company, included as Exhibit 4.2 to the Form S-1 Registration
Statement and incorporated herein by reference.
4.3 Form of Amended and Restated Declaration of Trust of the
Trust, included as Exhibit 4.3 to the Form S-1 Registration
Statement and incorporated herein by reference.
4.4 Form of Junior Subordinated Indenture between the Company. and
Wilmington Trust Company, as Trustee, included as Exhibit 4.4
to the Form S-1 Registration Statement and incorporated herein
by reference.
4.5 Form of Redeemable Capital Security, included in Exhibit 4.4
to the Form S-1 Registration Statement and incorporated herein
by reference.
4.6 Form of Junior Subordinated Debt Security, included in Exhibit
4.4 to the Form S-1 Registration Statement and incorporated
herein by reference.
4.7 Form of Guarantee Agreement with respect to Capital
Securities, included as Exhibit 4.7 to the Form S-1
Registration Statement and incorporated herein by reference.
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4.8 Form of Escrow Agreement among McKinnon & Company, Inc., the
Trust, the Company and Wilmington Trust Company, included as
Exhibit 4.8 to the Form S-1 Registration Statement and
incorporated herein by reference.
4.9 Amendment No. 1 to Trust Agreement among the Company,
Wilmington Trust Company and the Administrative Trustees named
therein, included as Exhibit 4.9 to the Form S-1 Registration
Statement and incorporated herein by reference.
4.10 Amended and Restated Articles of Incorporation of the Company,
included in Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4, Registration No. 33-95246 (the "Form
S-4 Registration Statement"), and incorporated herein by
reference.
4.11 Bylaws of the Company, included in Exhibit 3.2 to the Form S-4
Registration Statement and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
SOUTHERN FINANCIAL CAPITAL TRUST I
Dated: May 18, 2000 By: /s/ Georgia S. Derrico
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Georgia S. Derrico
Administrative Trustee
Dated: May 18, 2000 By: /s/ R. Roderick Porter
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R. Roderick Porter
Administrative Trustee
SOUTHERN FINANCIAL BANCORP, INC.
Dated: May 18, 2000 By: /s/ Georgia S. Derrico
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Georgia S. Derrico
Chairman of the Board and
Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Certificate of Trust of the Trust, included as Exhibit 4.1 to the
Form S-1 Registration Statement and incorporated herein by
reference.
4.2 Trust Agreement between the Company and Wilmington Trust Company,
included as Exhibit 4.2 to the Form S-1 Registration Statement
and incorporated herein by reference.
4.3 Form of Amended and Restated Declaration of Trust of the Trust,
included as Exhibit 4.3 to the Form S-1 Registration Statement
and incorporated herein by reference.
4.4 Form of Junior Subordinated Indenture between the Company. and
Wilmington Trust Company, as Trustee, included as Exhibit 4.4 to
the Form S-1 Registration Statement and incorporated herein by
reference.
4.5 Form of Redeemable Capital Security, included in Exhibit 4.4 to
the Form S-1 Registration Statement and incorporated herein by
reference.
4.6 Form of Junior Subordinated Debt Security, included in Exhibit
4.4 to the Form S-1 Registration Statement and incorporated
herein by reference.
4.7 Form of Guarantee Agreement with respect to Redeemable Capital
Securities, included as Exhibit 4.7 to the Form S-1 Registration
Statement and incorporated herein by reference.
4.8 Form of Escrow Agreement among McKinnon & Company, Inc., the
Trust, the Company and Wilmington Trust Company, included as
Exhibit 4.8 to the Form S-1 Registration Statement and
incorporated herein by reference.
4.9 Amendment No. 1 to Trust Agreement among the Company, Wilmington
Trust Company and the Administrative Trustees named therein,
included as Exhibit 4.9 to the Form S-1 Registration Statement
and incorporated herein by reference.
4.10 Amended and Restated Articles of Incorporation of the Company,
included in Exhibit 3.1 to the Form S-4 Registration Statement
and incorporated herein by reference.
4.11 Bylaws of the Company, included in Exhibit 3.2 to the Form S-4
Registration Statement and incorporated herein by reference.
