REGISTRATION NO. 333-_____
AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
ON SEPTEMBER 22, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VALLEY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1702380
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
A. Wayne Lewis
Executive Vice President & Chief Financial Officer
Valley Financial Corporation
36 Church Avenue, S.W.
Roanoke, Virginia 24011
(540) 342-2265
(address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices and agent for service)
Valley Financial Corporation
Incentive Stock Plan
Copy to:
Douglas W. Densmore and Hugh B. Wellons
Flippin, Densmore, Morse & Jessee
Drawer 1200
Roanoke, Virginia 24006
(540) 510-3000
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities Amount Proposed Proposed Amount of
To be Registered To be Maximum Maximum Registration
Registered (1) Offering Price Aggregate Fee
Per Share (2) Offering Price
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 103,950 $19.00 $1,975,050 $548.63
Par Value $.00 Shares (3)
Per Share
---------------------------------------------------------------------------------------------------
Common Stock, 60,732 $9.52 $ 576,954 $160.27
Par Value $.00 Shares (4)
Per Share
---------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be
issued in respect of stock splits, stock dividends and similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 the following
basis: (a) With regard to the 103,950 shares to be issued under the
Valley Financial Corporation Incentive Stock Plan, on the last purchase
of the common stock, as reported on the OTC Bulletin Board on September
3, 2000; (b) With regard to the 60,732 shares pursuant to the options
already granted under certain Stock Option Agreements, the exercise
price on the date of the grant, which was $9.50 per share, the trading
price for the common stock on that date.
(3) The number of shares of common stock being registered represents
103,950 shares of common stock that may be issued on the date hereof
under the Valley Financial Corporation Incentive Stock Plan (the
"plan") pursuant to stock options issued or to be issued under the
plan.
(4) The number of shares of common stock being registered represents 60,732
shares of common stock subject to stock options issued to officers of
the company as an award based on meeting certain performance criteria
set forth in the executives' respective employment agreements executed
on December 19, 1996. Nonqualified options were issued on the terms set
forth to the following individuals:
Ellis L. Gutshall A. Wayne Lewis
----------------- --------------
Number of Exercise Number of Exercise
Date Shares Price Date Shares Price
---- ------ ----- ---- ------ -----
6/19/97 10,122 $9.52 6/19/97 20,244 $9.52
6/18/98 10,122 $9.52 6/18/98 10,122 $9.52
6/17/99 10,122 $9.52
<PAGE>
PART I
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission. A
copy of the plan and the relevant Stock Option Agreement is incorporated by
reference as set forth in Exhibits 4.1 and 4.2 of Item 8 herein.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Securities and Exchange Commission.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Incorporated herein by reference and made a part of this Registration
Statement are the following: (1) Our Annual Report on Form 10-KSB for the year
ended December 31, 1999; (2) Our Proxy Statement on Schedule DEFS 14A filed with
the Commission on March 24, 2000; (3) Our Quarterly Reports on Form 10-QSB for
the quarters ended September 30, 1999, March 31, 2000, and June 30, 2000; and
(4) Our Current Reports on Form 8-K dated January 28, 2000, May 4, 2000, and
September 4, 2000.
All documents subsequently filed by the Company with the SEC pursuant
to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act of 1934 after the date
of this Registration Statement and prior to the termination of this offering
will be deemed to be incorporated by reference into this prospectus and to be a
part hereof from the respective dates of filing of such documents. Any statement
contained in any document incorporated by reference shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus. All information appearing in this prospectus is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in the documents incorporated by reference, except to the extent set
forth in the immediately preceding statement.
We will provide without charge to each person who receives a prospectus
and asks us for it, a copy of the information that is incorporated by reference
herein (not including exhibits). Requests for such information should be
directed to: Valley Financial Corporation, 36 Church Avenue, S.W., Roanoke,
Virginia 24011; Attention: A. Wayne Lewis, Executive Vice President & Chief
Financial Officer. The Company's telephone number is: (540) 342-2265.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Virginia Stock Corporation Act (the "VSCA"), provides for the
indemnification of a Company's directors and officers in a variety of
circumstances, which may include indemnification for liabilities under the
Securities Act of 1933. Under sections 13.1-697 and 13.1-704 of the VSCA, a
Virginia corporation generally is authorized to indemnify its directors and
officers in civil or criminal actions if they acted in good faith and believed
their conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct was
unlawful. The Company's Articles of Incorporation require indemnification of
directors and officers with respect to certain liabilities, expenses and other
amounts imposed upon them by reason of having been a director or officer, except
in the case of willful misconduct or a knowing violation of criminal law. The
Company maintains a policy of insurance under which the directors and officers
of the company are insured, subject to the limits of the policy, against certain
losses arising from claims made against such directors and officers by reason of
any acts or omissions covered under such policy in their respective capacities
as directors and officers. In addition, the VSCA eliminates the liability of a
director or officer of the Company in a stockholder or derivative proceeding.
This elimination of liability will not apply in the event of willful misconduct
or a knowing violation of the criminal law or any federal or state securities
law. Sections 13.1-692.1 and 13.1-696-704 of the VSCA are hereby incorporated
herein by reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Form of Stock Certificate filed as an exhibit to Form S-1/A,
Reg. No. 333-77568.
4.2 Incentive Stock Plan.
4.3 Form of Stock Option Agreement (incorporated herein by
reference to Exhibit No. 10.4 of Form 10-KSB/A for the fiscal
year ending December 31, 1996, filed by the Company on May 1,
1997).
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of counsel included in Exhibit 5.1 hereto.
23.2 Consent of Larrowe & Company, PLC.
23.3 Consent of KPMG LLP.
24.1 Power of Attorney (included on page II-7).
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<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
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;
(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 information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of 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 of 1933, each 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; and each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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.
(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) 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 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 proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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.
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<TABLE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 the City of Roanoke, Commonwealth of Virginia, on the 21st
day of September, 2000.
VALLEY FINANCIAL CORPORATION
<S> <C>
By: /s/ Ellis L. Gutshall* By: /s/ A. Wayne Lewis*
------------------------------------- ---------------------------------------
Ellis L. Gutshall A. Wayne Lewis
President & Chief Executive Officer Executive Vice President & Chief Financial
(Principal Executive Officer) Officer (Principal Financial and Accounting
Officer)
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Ellis L. Gutshall* President & Chief Executive Officer September 21, 2000
------------------------------------ and director
Ellis L. Gutshall
/s/ A. Wayne Lewis* Executive Vice President, Chief September 21, 2000
------------------------------------ Operating Officer, Chief Financial
A. Wayne Lewis Officer (Principal Financial Officer)
Director September 21, 2000
------------------------------------
Abney S. Boxley, III
/s/ William D. Elliot* Director September 21, 2000
------------------------------------
William D. Elliot
II-4
<PAGE>
/s/ Mason Haynesworth* Director September 21, 2000
------------------------------------
Mason Haynesworth
/s/ Eddie F. Hearp* Director September 21, 2000
------------------------------------
Eddie F. Hearp
/s/ Anna L. Lawson* Director September 21, 2000
------------------------------------
Anna L. Lawson
/s/ Barbara B. Lemon* Director September 21, 2000
------------------------------------
Barbara B. Lemon
Director September 21, 2000
------------------------------------
George W. Logan
/s/ John W. Starr* Director September 21, 2000
------------------------------------
John W. Starr
/s/ Ward W. Stevens* Director September 21, 2000
------------------------------------
Ward W. Stevens
/s/ Michael F. Warner* Director September 21, 2000
------------------------------------
Michael E. Warner
*Executed by Power of Attorney, found at Exhibit 24.1.
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<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Roanoke, Commonwealth of Virginia, on the 21st
day of September, 2000.
VALLEY FINANCIAL CORPORATION INCENTIVE STOCK PLAN
By: /s/ Abney S. Boxley, III
----------------------------------------
Abney S. Boxley, III
Its: Chairman, Human Relations Committee
II-6
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and/or directors of Valley Financial Corporation, a Virginia corporation
("Valley"), does hereby constitute and appoint Ellis L. Gutshall and A. Wayne
Lewis, and each of them (with full power to each of them to act alone), his true
and lawful Attorneys in Fact and Agents for him and on his behalf and in his
name, place and stead in any and all capacities and particularly as an officer
and/or director of Valley, to sign, execute and affix his seal thereto and file
any of the documents referred to below:
Registration Statement on Form S-8 with respect to an
aggregate of 164,682 shares of Valley Common Stock to be
issued pursuant to Valley's Incentive Stock Plan and certain
stock option agreements with Valley executives, and any
amendments thereto, together with all exhibits and any and all
documents required to be filed with respect thereto, with the
Securities and Exchange Commission and all other appropriate
regulatory authorities;
granting unto said Attorneys and each of them full power and authority to do and
perform every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully, to all intents and purposes,
as he himself might or could do if personally present, hereby ratifying and
affirming all that said Attorneys in Fact and Agents or each of them may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Ellis L. Gutshall President & Chief Executive Officer September 21, 2000
------------------------------------ (Principal Executive Officer) and
Ellis L. Gutshall director
/s/ A. Wayne Lewis Executive Vice President, Chief September 21, 2000
------------------------------------ Operating Officer, Chief Financial
A. Wayne Lewis Officer (Principal Financial and
Accounting Officer)
Director September 21, 2000
------------------------------------
Abney S. Boxley, III
/s/ William D. Elliot Director September 21, 2000
------------------------------------
William D. Elliot
/s/ Mason Haynesworth Director September 21, 2000
------------------------------------
Mason Haynesworth
/s/ Eddie F. Hearp Director September 21, 2000
------------------------------------
Eddie F. Hearp
II-7
<PAGE>
/s/ Anna L. Lawson Director September 21, 2000
------------------------------------
Anna L. Lawson
/s/ Barbara B. Lemon Director September 21, 2000
------------------------------------
Barbara B. Lemon
Director September 21, 2000
------------------------------------
George W. Logan
/s/ John W. Starr Director September 21, 2000
------------------------------------
John W. Starr
/s/ Ward W. Stevens Director September 21, 2000
------------------------------------
Ward W. Stevens
/s/ Michael E. Warner Director September 21, 2000
------------------------------------
Michael E. Warner
</TABLE>
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<PAGE>
Exhibit Index
Exhibit Number Description
-------------- -----------
4.1 Form of Stock Certificate filed as an exhibit to Form
S-1/A, Reg. No. 333-77568.
4.2 Incentive Stock Plan.
4.3 Form of Stock Option Agreement (incorporated herein by
reference to Exhibit No. 10.4 of Form 10-KSB/A for the
fiscal year ending December 31, 1996, filed by the
Company on May 1, 1997).
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of counsel included in Exhibit 5.1 hereto.
23.2 Consent of Larrowe & Company, PLC
23.3 Consent of KMPG LLP.
24.1 Power of Attorney (included on page II-7).
II-9
