UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File Number: 33-77568
VALLEY FINANCIAL CORPORATION
VIRGINIA 54-1702380
(State of Incorporation) (I.R.S. Employer
Identification Number)
36 Church Avenue, S.W.
Roanoke, Virginia 24011
(Address of principal executive offices)
(540) 342-2265
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, No Par Value
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the issuer was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year were $2,703,724.
The aggregate market value of the voting stock held by non-affiliates
of the Company (554,959 shares based on the $10.25 per share last trade
price quoted by the OTC Bulletin Board on March 17, 1997, was $5,688,330.
At March 17, 1997, 964,040 shares of the registrant's common stock
were issued and outstanding.
Documents incorporated by reference:
The issuer's Proxy Statement dated March 11, 1997 is incorporated
by reference into Form 10-KSB Part III, Items 9, 10, 11 and 12.
Transitional Small Business Disclosure Format (check one): Yes No X
<PAGE>
VALLEY FINANCIAL CORPORATION
FORM 10-KSB
December 31, 1996
INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PART I.
Item 1. Description of Business. 3
Item 2. Description of Property. 12
Item 3. Legal Proceedings. 13
Item 4. Submission of Matters to a
Vote of Security Holders. 13
PART II.
Item 5. Market for Common Equity
and Related Stockholder
Matters. 13
Item 6. Management's Discussion
and Analysis or Plan
of Operation. 14
Item 7. Financial Statements. 16
Item 8. Changes in and Disagreements
With Accountants on
Accounting and Financial
Disclosure. 45
PART III.
Item 9. Directors, Executive Officers,
Promoters and Control
Persons; Compliance with
Section 16(a) of the
Exchange Act. 45
Item 10. Executive Compensation. 45
Item 11. Security Ownership of Certain
Beneficial Owners and
Management. 45
Item 12. Certain Relationships and
Related Transactions. 45
Item 13. Exhibits and Reports on
Form 8-K. 46
SIGNATURES 48
EXHIBIT INDEX
2
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as part of this Report:
1. Financial Statements:
Independent Auditors' Report.
Consolidated Balance Sheets as of December 31, 1996 and 1995.
Consolidated Statements of Loss for the Years Ended December
31, 1996 and 1995.
Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 1996 and 1995.
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1996 and 1995.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules:
All schedules are omitted as the required information is
inapplicable or the information is presented in the Financial
Statements or related notes.
3. Exhibits:
3.1 Articles of Incorporation (incorporated herein by
reference to Exhibit No. 3.1 of Registration Statement
No. 33-77568, on form S-1, as amended).
3.2 Bylaws (incorporated herein by reference to Exhibit
No. 3.2 of Registration Statement No. 33-77568, on
form S-1, as amended).
*10.1 Employment Agreement dated April 8, 1994, by and
between the Company and Guy W. Byrd, Jr. (incorporated
herein by reference to Exhibit No. 10.1 of Registration
Statement No. 33-77568, on Form S-1, as amended).
*10.2 Employment Agreement dated April 8, 1994, by and
between the Company and A. Wayne Lewis (incorporated
herein by reference to Exhibit No. 10.2 of Registration
Statement No. 33-77568, on Form S-1, as amended).
*10.3 Severance Agreement dated December 19, 1996, by and
between the Company and Ellis L. Gutshall.
*10.4 Stock Option Agreement dated December 19, 1996, by and
between the Company and Ellis L. Gutshall.
10.5 Office Lease dated February 28, 1994, by and between
First Federal Building, L.C. and Valley Financial
Enterprises, L.C. (incorporated herein by reference
to Exhibit No. 10.5 of Registration Statement
No. 33-77568, on Form S-1, as amended).
10.10 First amendment dated August 5, 1994, to the Office
Lease dated February 28, 1994, by and between First
Federal Building, L.C. and Valley Financial
Enterprises, L.C. (incorporated herein by reference
to Exhibit No. 10.10 of Form 10-K filed March 30,
1995, File No. 33-77568).
10.12 Second amendment dated December 14, 1994, to the Office
Lease dated February 28, 1994, by and between First
Federal Building, L.C. and Valley Financial
Enterprises, L.C. (incorporated herein by reference
to Exhibit No. 10.12 of Form 10-K filed March 30,
1995, File No. 33-77568).
10.13 Office Lease dated September 20, 1996, by and between
Valley Bank, N.A. and Betty J. Burrows.
21. Subsidiaries of the Company.
24. Power of Attorney.
27. Financial Data Schedule.
____________
*Management contract or compensatory plan or agreement required to be filed
as an Exhibit to this Form 10-KSB pursuant to Item 13(a).
(b) Reports on Form 8-K filed during the last quarter of the period
covered by this report:
None.
47
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized on
March 25, 1997.
Valley Financial Corporation
By:______________________
Ellis L. Gutshall
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
following persons in the capacities indicated as of March 25, 1997.
Signature Title
___________________ President, Chief Executive Officer
(Ellis L. Gutshall) and Director (Chief Executive Officer)
___________________ Executive Vice President, Chief
(A. Wayne Lewis) Operating Officer and Director
___________________ Chief Financial Officer
(A. Wayne Lewis) (Principal Financial Officer and
Principal Accounting Officer)
___________________ Director
(Abney S. Boxley, III)
48
<PAGE>
___________________* Director
(W. Jackson Burrows)
___________________* Director
(William D. Elliot)
___________________* Director
(Lawrence H. Hamlar)
___________________* Director
(Eddie F. Hearp)
___________________* Director
(Anna L. Lawson)
___________________ Director
(Barbara B. Lemon)
___________________* Director
(George W. Logan)
___________________* Director
(Dr. John W. Starr)
__________________ Director
(Dr. Ward W. Stevens)
__________________* Director
(Maury L. Strauss)
__________________* Director
(Michael E. Warner)
*By ___________________
A. Wayne Lewis
(Attorney in Fact)
49
<PAGE>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<LEGEND>
<RESTATED>
<CIK> 0000921590
<NAME> VALLEY FINANCIAL CORP /VA/
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<PERIOD-TYPE> 12-MOS
<CASH> 2,149
<INT-BEARING-DEPOSITS> 40,103
<FED-FUNDS-SOLD> 2,762
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 11,584
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 33,482
<ALLOWANCE> 328
<TOTAL-ASSETS> 51,743
<DEPOSITS> 43,617
<SHORT-TERM> 0
<LIABILITIES-OTHER> 773
<LONG-TERM> 0
<COMMON> 9,089
0
0
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 51,743
<INTEREST-LOAN> 2,031
<INTEREST-INVEST> 584
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 2,615
<INTEREST-DEPOSIT> 1,249
<INTEREST-EXPENSE> 1,254
<INTEREST-INCOME-NET> 1,361
<LOAN-LOSSES> 191
<SECURITIES-GAINS> 1
<EXPENSE-OTHER> 1,973
<INCOME-PRETAX> (714)
<INCOME-PRE-EXTRAORDINARY> (714)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (714)
<EPS-PRIMARY> (.74)
<EPS-DILUTED> (.74)
<YIELD-ACTUAL> 4.07
<LOANS-NON> 4
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 137
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 328
<ALLOWANCE-DOMESTIC> 328
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 328
72
</TABLE>
