AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1996
REGISTRATION NO. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JAMES RIVER BANKSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
VIRGINIA 54-1740210
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
101 EAST WASHINGTON STREET
SUFFOLK, VA 23434
(Address of Principal Executive Office) (Zip Code)
JAMES RIVER BANKSHARES, INC.
STOCK/CASH PLAN FOR PAYMENT OF DIRECTORS' FEES
(Full Title of the Plan)
JODY M. WAGNER, ESQ.
KAUFMAN & CANOLES
P. O. BOX 3037
NORFOLK, VA 23514-3037
(Name and Address of Agent for Service)
(804) 624-3294
(Telephone Number, Including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee(1)
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------
COMMON STOCK,
$5.00 PAR VALUE 75,000 $23.25 $1,743,750 $601.29
========================================================================================================================
</TABLE>
(1) PURSUANT TO RULES 457(C) AND 457(H), THE REGISTRATION FEE WAS COMPUTED
USING $23.25 PER SHARE OF COMMON STOCK, THE AVERAGE OF THE HIGH AND THE
LOW SALES PRICES OF THE COMMON STOCK REPORTED BY THE CONSOLIDATED
REPORTING SYSTEM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
NATIONAL MARKET SYSTEM AS OF JULY 8, 1996.
- ------------------------
EXHIBIT INDEX CAN BE FOUND ON PAGE 8.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
AND NOT REQUIRED IN PROSPECTUS
Item 3: Incorporation of Documents by Reference.
The following documents of James River Bankshares, Inc., a Virginia
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K, as amended, for the
Company's fiscal year ended December 31, 1995 filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "1934 Act").
(b) All reports filed by the Company pursuant to Section 13(a) of
the 1934 Act since the end of the Company's fiscal year ended December 31, 1995.
(c) The description of the Company's Common Stock registered
under the 1934 Act contained in the Company's Registration Statement on Form
8-A, which became effective on June 29, 1995.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold, or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.
Item 4: Description of Securities.
Not applicable.
1
<PAGE>
Item 5: Interests of the Named Experts and Counsel.
Not applicable.
Item 6: Indemnification of Directors and Officers.
Section 13.1-692.1 of the Virginia Stock Corporation Act (the "Act")
provides that in any proceeding brought by or in the right of a corporation or
brought by or on behalf of shareholders of the corporation, the damages assessed
against an officer or director arising out of a single transaction, occurrence
or course of conduct shall not exceed the lesser of (1) the monetary amount,
including the elimination of liability, specified in the articles of
incorporation or, if approved by the shareholders, in the bylaws as a limitation
on or elimination of the liability of the officer or director, or (2) the
greater of (i) $100,000 or (ii) the amount of cash compensation received by the
officer or director from the corporation during the 12 months immediately
preceding the act or omission for which liability was imposed. The liability of
an officer or director may not be limited under this section of the Act if the
officer or director engaged in willful misconduct or a knowing violation of the
criminal law or of any federal or state securities law, including, without
limitation, any claim of unlawful insider trading or manipulation of the market
for any security.
Section 13.1-697 of the Act authorizes a Virginia corporation to
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding. A Virginia corporation
may not indemnify a director under this section in connection with a proceeding
by or in the right of the corporation in which the director was adjudged liable
to the corporation or in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal benefit was
improperly received by him. Section 13.1-698 provides that, unless limited by
its Articles of Incorporation, a Virginia corporation must indemnify a director
who entirely prevails in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding. Section 13.1-702 of the Act
authorizes a Virginia corporation to indemnify its officers, employees or agents
to the same extent as directors.
The Company's Articles of Incorporation provide that to the full extent
that the Act permits the limitation or elimination of the liability of directors
or officers, a director or officer of the Company shall not be liable to the
Company or its shareholders for monetary damages. The Company's Articles of
Incorporation also provide that to the full extent permitted and in the
2
<PAGE>
manner prescribed by the Act and any other applicable law, the Company shall
indemnify a director or officer of the Company who is or was a party to any
proceeding by reason of the fact that he is or was such a director or officer or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise. Any aforesaid reference to directors,
officers, employees or agents includes former directors, officers, employees and
agents and their respective heirs, executors and administrators.
Officers and directors of the Company are covered by insurance that (with
certain exceptions and within certain limitations) indemnifies them against
losses and liabilities arising from an alleged "harmful act," including any
alleged error or misstatement or misleading statement or wrongful act or
omission or neglect or breach of duty.
Item 7: Exemption from Registration Claimed.
Not applicable.
Item 8: Exhibits.
Number Description
4.1 Articles of Incorporation of James River Bankshares, Inc.
(incorporated herein by reference to the Registrant's
Registration Statement on Form S-4, Registration No. 33-
88322, filed with the Securities and Exchange Commission
on January 6, 1995).
4.2 Bylaws of James River Bankshares, Inc. (incorporated
herein by reference to the Registrant's Registration
Statement on Form S-4, Registration No. 33-88322, filed
with the Securities and Exchange Commission on January 6,
1995).
4.3 Form of James River Bankshares, Inc. Common Stock
Certificate (incorporated by reference to the Registrant's
Registration Statement on Form S-4, Registration No. 33-
88322, filed with the Securities and Exchange Commission
on January 6, 1995).
5.1 Opinion of Kaufman & Canoles, filed herewith.
23.1 Consent of Frank Edward Sheffer & Co., filed herewith.
23.2 Consent of Erny & Mason, P.C., filed herewith.
3
<PAGE>
23.3 Consent of Kaufman & Canoles (included in opinion filed as
Exhibit 5.1 to this Registration Statement).
24 Powers of Attorney (included on the signature pages of this
Registration Statement).
99.1 James River Bankshares, Inc. Stock/Cash Plan for Payment
of Directors' Fees.
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 to
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this 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 offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 this 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, 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 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
4
<PAGE>
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 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 Act and will
be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
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 Suffolk, Commonwealth of Virginia, on July 10, 1996.
JAMES RIVER BANKSHARES, INC.
By: /s/ Harold U. Blythe
Harold U. Blythe, President
POWER OF ATTORNEY
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. Each person, in so signing, also makes,
constitutes and appoints Harold U. Blythe and Glenn T. McCall and each of them
individually, his true and lawful attorney-in-fact in his place and stead, to
execute and cause to be filed with the Securities and Exchange Commission, any
and all amendments to this Registration Statement.
Witness our hands and common seals on the date set forth below.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C>
/s/ Elmon T. Gray Chairman of The Board July 10, 1996
- --------------------------- and Director
Elmon T. Gray
/s/ G. P. Jackson Vice Chairman of the July 10, 1996
- ---------------------------- Board
G. P. Jackson and Director
/s/ Harold U. Blythe President and Chief July 10, 1996
- --------------------------- Executive
Harold U. Blythe Officer, Director (Principal
Executive Officer)
6
<PAGE>
/s/ Glenn T. McCall Senior Vice President and July 10, 1996
- --------------------------- Chief Financial Officer,
Glenn T. McCall Director (Principal
Financial and Accounting
Officer)
/s/ James E. Butler, Jr. Director July 10, 1996
- ----------------------------
James E. Butler, Jr.
/s/ Bruce B. Gray Director July 10, 1996
- ----------------------------
Bruce B. Gray
/s/ Ben P. Kanak Director July 10, 1996
- ---------------------------
Ben P. Kanak
/s/ John A. Ramsey, Jr. Director July 10, 1996
- --------------------------
John A. Ramsey, Jr.
/s/ Robert E. Spencer, Jr. Director July 10, 1996
- ---------------------------
Robert E. Spencer, Jr.
/s/ E.V. Stephenson, Jr. Director July 10, 1996
- ---------------------------
E.V. Stephenson, Jr.
/s/ James C. Stewart Director July 10, 1996
- ---------------------------
James C. Stewart
</TABLE>
7
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith unless otherwise indicated:
<TABLE>
<CAPTION>
Sequential
Page
Number Description Number
<S> <C>
4.1 Articles of Incorporation of James River *
Bankshares, Inc. (incorporated herein by
reference to the Registrant's Registration
Statement on Form S-4, Registration No. 33-
88322, filed with the Securities and Exchange
Commission on January 6, 1995).
4.2 Bylaws of James River Bankshares, Inc. *
(incorporated herein by reference to the
Registrant's Registration Statement on Form S-
4, Registration No. 33-88322, filed with the
Securities and Exchange Commission on
January 6, 1995).
4.3 Form of James River Bankshares, Inc. Common *
Stock Certificate (incorporated by reference to
the Registrant's Registration Statement on Form
S-4, Registration No. 33-88322, filed with the
Securities and Exchange Commission on January 6, 1995).
**5.1 Opinion of Kaufman & Canoles, filed herewith.
**23.1 Consent of Frank Edward Sheffer & Co., filed
herewith.
**23.2 Consent of Erny & Mason, P.C., filed herewith.
23.3 Consent of Kaufman & Canoles (included in opinion filed as
Exhibit 5.1 to this Registration Statement).
24 Powers of Attorney (included on the signature
pages of this Registration Statement).
**99.1 James River Bankshares, Inc. Stock/Cash Plan
for Payment of Directors' Fees
</TABLE>
* Not filed herewith. In accordance with Rule 12b-32 of the General Rules
and Regulations under the Securities Exchange Act of 1934, the exhibit is
incorporated by reference.
** Filed herewith.
Exhibit 5.1
<PAGE>
[KAUFMAN & CANOLES LETTERHEAD]
July 12, 1996
James River Bankshares, Inc.
101 East Washington Street
Suffolk, VA 23434
Dear Sirs:
In connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), of 75,000
shares (the "Shares") of Common Stock, $5.00 par value, of James River
Bankshares, Inc. (the "Company"), which may be issued pursuant to the terms of
the James River Bankshares, Inc. Stock/Cash Plan for Payment of Directors' Fees
(the "Plan"), we hereby advise you that in our opinion that upon issuance
pursuant to the terms of the Plan, the Shares will be validly issued, fully
paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Kaufman & Canoles, P.C.
Exhibit 23.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
James River Bankshares, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of James River Bankshares, Inc. of our report dated March 12, 1996, relating
to the consolidated balance sheets of James River Bankshares, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of operations, shareholders' equity, and cash flows and related
schedules for each of the years in the three-year period ended December 31,
1995, which report appears in the December 31, 1995 Annual Report on Form 10-K
of James River Bankshares, Inc.
/s/ Frank Edward Sheffer & Co.
Suffolk, Virginia
July 8, 1996
Exhibit 23.2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
James River Bankshares, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of James River Bankshares, Inc. of our report dated January 18, 1995,
relating to the balance sheets of The Bank of Waverly as of December 31, 1994
and 1993, and the related statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1994,
which report appears in the Registration Statement on Form S-4 of James River
Bankshares, Inc., SEC File No. 33-88322.
/s/ Erny and Mason, P.C.
Petersburg, Virginia
July 2, 1996
Exhibit 99.1
<PAGE>
JAMES RIVER BANKSHARES, INC.
STOCK/CASH PLAN FOR PAYMENT OF DIRECTORS' FEES
SECTION 1. PURPOSE.
The purpose of the Plan is to promote the interest of the Company and
its shareholders by (i) attracting, retaining, and motivating experienced and
knowledgeable directors of the Company and its subsidiaries; and (ii) enabling
directors of the Company and its subsidiaries to invest in the Company and to
participate in the long-term success of the Company by electing to receive all
or a portion of their fees for service as a director in the form of JRB Stock.
SECTION 2. DEFINITIONS.
For purposes of the Plan, the following terms shall have the meanings
set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended, or any successor thereto.
(c) "Committee" means the Compensation Committee of the Board. If
at any time no Committee shall be in office, then the functions of the Committee
specified in the Plan shall be exercised by the Board.
(d) "Company" means James River Bankshares, Inc., a corporation
organized under the laws of the Commonwealth of Virginia.
(e) "Election" means the election made by an Eligible Director to
receive all or a portion of his/her director's fees in JRB Stock under the Plan.
(f) "Eligible Director" means a member of the Board or a member
of a Subsidiary's Board eligible to elect to receive all or a portion of his/her
director's fees in JRB Stock under the Plan.
(g) "Effective Date" means the date of shareholder approval of
the Plan.
(h) "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor thereto.
<PAGE>
(j) "Fair Market Value" means as of any given date, the average
last reported sale price of the JRB Stock on the NASDAQ National Market
(consolidated trading) for the ten (10) trading days ending on the Friday
preceding the meeting for which the Participant is to be paid. (For example, if
the meeting is on Wednesday, March 20, then the Fair Market Value will be
calculated using the last reported sale price for the JRB Stock for the ten (10)
days the NASDAQ National Market was open for trading prior to and ending on
Friday, March 15.)
(k) "JRB Stock" means the Common Stock, $5.00 par value per
share, of the Company.
(l) "Participant" means an Eligible Director who has elected to
receive all or a portion of his/her director's fees in JRB Stock.
(m) "Plan" means the James River Bankshares, Inc. Stock/Cash
Plan for Payment of Directors' Fees, as set forth herein and as it may be
amended from time to time.
(n) "SEC" means the Securities and Exchange Commission.
(o) "Subsidiary" means a corporation or other business entity of
which the Company owns a majority of the voting shares or interests, and any
subsidiary of a Subsidiary, as long as the parent's subsidiary owns voting
control of the shares or interests of such subsidiary.
(p) "Subsidiary's Board" means the Board of Directors of a
Subsidiary.
SECTION 3. ADMINISTRATION.
The Committee will administer the Plan, subject to approval of the
Board. The Committee is authorized to interpret the provisions of the Plan and
to resolve all disputes arising under the Plan. Any determination of the
Committee shall be final and binding upon all persons having or claiming any
interest under the Plan.
SECTION 4. SHARES OF STOCK SUBJECT TO THE PLAN.
The stock to be subject to the Plan shall be authorized and unissued
shares of JRB Stock. The maximum number of shares of JRB Stock that may be
issued under the Plan may not exceed in the aggregate 3% of the issued and
outstanding JRB Stock at any time.
2
<PAGE>
SECTION 5. CAPITAL ADJUSTMENTS.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the JRB Stock, such substitution or adjustment shall be made in the
aggregate number of shares reserved for issuance under the Plan, as may be
determined to be appropriate by the Committee in its sole discretion.
SECTION 6. ELIGIBILITY.
Only elected directors of the Company or elected directors of a
Subsidiary are eligible to be a Participant under the Plan.
SECTION 7. RIGHTS UNDER THE PLAN.
An Eligible Director may elect to receive all or a portion of his/her
earned fees for attendance at a meeting of the board or committee of the board
on which the Eligible Director serves in the form of JRB Stock, rather than in
cash. The number of shares of JRB Stock to which a Participant shall be entitled
shall be determined by dividing the amount owed to the Participant for
attendance at the board or committee meeting by the Fair Market Value of the JRB
Stock.
SECTION 8. ELECTION TO PARTICIPATE.
Within three weeks of the Effective Date of this Plan, each Eligible
Director who is not a director of the Company ("Subsidiary Director") shall
complete a Fee Authorization Form in the form attached hereto as Exhibit A, on
which form the Subsidiary Director shall designate how his/her fees are to be
paid during the Subsidiary Director's term until such Subsidiary Director's term
expires or he is re-elected. Thereafter, each Subsidiary Director shall complete
a new Fee Authorization Form within three weeks of election to serve as a
director. Each Eligible Director who is a director of the Company ("Company
Director") also shall complete a Fee Authorization Form within three weeks of
the Effective Date of the Plan, which shall be effective only until December 31,
1996. On July 1, 1996, and on each subsequent July 1 thereafter if the Eligible
Director is at that time a Company Director, a Company Director shall complete a
new Fee Authorization Form which shall be effective with respect to all director
fees due in the succeeding calendar year. By way of example, a Fee Authorization
Form completed by a Company Director on July 1, 1997, shall be effective as to
all director fees paid from January 1 to December 31 of 1998.
3
<PAGE>
Payment may be in cash, in stock, or in a combination of cash and stock,
as indicated by percentage. The Fee Authorization Form shall be given to the
Corporate Secretary of the Company, as the case may be, for processing. In the
event an Eligible Director fails to complete the Fee Authorization Form, such
failure shall constitute an election to receive his/her fees in cash.
After each meeting of the Board or a Subsidiary Board, the Company's
Corporate Secretary shall notify the Company's Registrar, in writing, indicating
the number of whole shares to be issued to each Participant. The number of whole
shares will be determined by dividing the fee to be paid to the Participant in
stock by the Fair Market Value of JRB Stock. Any remaining amount will be paid
by check, not by the issuance of fractional shares.
SECTION 9. TAX TREATMENT.
Participants shall be advised that the issuance of JRB Stock as payment
for their directors' fees shall constitute receipt of compensation for purposes
of federal and state income tax.
SECTION 10. AMENDMENT AND TERMINATION.
The Board may terminate or amend this Plan at any time and from time to
time; provided, however, that the Board may not, without approval of the
shareholders of the Company, increase the maximum number of shares of JRB Stock
reserved for issuance under the Plan (other than for adjustments pursuant to
Section 5), materially increase the benefits accorded to Participants under the
Plan or change the description of the individuals eligible to participate in the
Plan. No termination of or amendment to the Plan may adversely affect the rights
of a Participant with respect to any Election made by a Participant as of the
date of such termination or amendment without such Participant's consent.
SECTION 11. GENERAL PROVISIONS.
(a) The Committee may require each Participant to represent to
and agree with the Company in writing that the Participant is acquiring the
shares without a view to distribution thereof. The certificates for such shares
may include any legend which the Committee deems appropriate to reflect any
restrictions on transfer. All certificates for shares of JRB Stock delivered
under the Plan shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the Exchange Act, any stock exchange or automated
quotation system upon which the JRB Stock is then listed, and any applicable
4
<PAGE>
federal or state securities law, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such
restrictions.
(b) The adoption of the Plan and/or the Election by an Eligible
Director shall not confer upon any director of the Company or of a Subsidiary
any right to continue as a member of the Board or the Subsidiary's Board.
(c) The Committee shall establish such procedures as it deems
appropriate for a Participant to designate a beneficiary to whom any issuable
JRB Stock or amounts payable in the event of the Participant's death are to be
paid.
(d) This Plan and all actions taken hereunder shall be governed
by and construed in accordance with the laws of the Commonwealth of Virginia,
except to the extent federal law and the rules and regulations promulgated
thereunder by the SEC apply.
(e) It is the intent of the Company that transactions involving
equity securities under the Plan be exempt under Rule 16b-3 under the Exchange
Act. Accordingly, if any provision of the Plan does not comply with the
requirements of Rule 16b-3 as then applicable to such a transaction, such
provision shall be construed or deemed amended to the extent necessary to
conform to such requirements with respect to such transaction.
5
<PAGE>
EXHIBIT A
BOARD OF DIRECTORS
FEE AUTHORIZATION
In accordance with the James River Bankshares, Inc. Stock/Cash Plan for Payment
of Directors' Fees Plan approved by the shareholders on May 23, 1996,
authorizing payment of Directors' fees either in dollars or the equivalent value
of shares of James River Bankshares, Inc. common stock, or a combination
thereof.
I elect to receive my fee for the regular meetings of the board of
directors and all committee meetings during the period commencing
___________________ and terminating _______________________, as follows:
______ cash only
______ stock only
______ combination (in percentages) ______ stock ______ cash
Please send check and/or stock certificates to the following address:
----------------------------------
(Exact name for stock certificate)
----------------------------------
----------------------------------
----------------------------------
I understand that receipt of the stock in lieu of cash will be
considered a taxable event as though I had received the actual cash.
---------------------------
Director
- --------------------
Date
6
